A Change of Spark
by Cartoon Dragon
Summary: What would've happened if Starscream chose to side himself with the Autobots instead of Megatron?Rewrite of the Transformers Animated series.Eventual SSXOP. Warning:Story does contain slash.No like,don't read.  Nothing belongs to me except OCs.
1. Chapter 1

**A Change of Spark  
>Chapter 1: Choosing Sides<strong>

'_Interesting,' _Starscream thought as he watched the Autobots and Megatron quarrel.

The Seeker still had the yellow youngling in his grasp. And, for the moment, he was trying to take advantage of the jet-former's distraction to escape and help his teammates.

Starscream didn't understand it.

He didn't understand a lot of things at present.

The only being to ever defeat him in hand to hand, or any type of combat for that matter, had always been Megatron. That had been true until several months ago. Somehow, this Prime and his group of Autobot misfits, had not only kept him from getting his claws on the All Spark, but had also blown him sky high.

Then they managed to beat _both_ Lugnut and Blitzwing. Starscream wouldn't say this to them, but the two were decent enough warriors. However, together, they were almost unbeatable…When they stopped arguing and actually worked together.

And now, even with the odds turned greatly against them, Prime and his teammates continued to fight.

He didn't understand why they didn't just surrender.

Then again, why didn't he, Starscream, give into Megatron?

The yellow mech's struggling brought Starscream's thoughts back to the present, and before he knew what he was saying, the words slipped out. "Cloud, would stop struggling so much? I'm trying to think."

The Autobot froze and looked at Starscream with a raised optic ridge. "What was your energon spiked with?" he asked.

Starscream growled and mentally slapped himself. How, in Primus' name, had he confused this annoying brat with his…

His spark froze as memories of his old life came to his processor. He pushed those wonderful, yet painful memories to the back of his mind.

"Shut up Autobot!" he spat at the youngling.

The mech didn't know it, but Starscream was actually keeping him safe by keeping up there. If he let him fight Megatron, the youngster would be turned into scrap metal. The part of Starscream's spark that was still fond of sparklings and younglings refused to let that happen.

He looked back to the battle, Prime was losing and two of his Autobots were down for the count.

"What to do, what to do?" the Seeker inquired aloud.

He smirked; he would admit to himself that there was still a piece of his spark that wanted nothing more to do with this war. However, the Decepticon part was larger and more dominant in him now. He juggled the Autobot, greatly enjoying his yelp of surprise and his yelling at the Seeker to stop.

"Do I help you Autobots take Megatron down?" He stopped juggling the Autobot and grabbed him by the neck and held him over the edge of Sumdac Tower and sneered. "Or severe Megatron until a better opportunity to destroy him presents itself?"

The Autobot looked down at the ground then back at Starscream. The Seeker could see the fear in the youngling's optics easily. It made him want to attempt to calm the youngling. To reassure him. But, yet again, he pushed those accursed feelings back down.

"Decisions, decisions."

He wasn't really going to drop the Autobot; he wasn't that cruel to end a child's life.

But he was at a loss as to what to do.

He brought the youngling from over the edge and stared down at the battle again.

Megatron had Prime on his back, his sword in servo and a murderous look in his optics. The Prime would be killed and Megatron would win. He'd eventually find the All Spark and become all powerful. The Autobots as a whole would fall.

All his instincts as a Decepticon told him to side with Megatron. However, another sense told him not to. Whether it was his self preservation instinct or what was left of his conscience or both, he wasn't sure.

But when he saw Prime's face; fearful but defiant, for the first time in several vorns, Starscream listened.

The Seeker set the youngling Autobot down. The young mech looked up at him dumbfounded. Starscream pointed to the structure they were standing on and stated one command, "Stay."

He fired up his thrusters then flew towards Megatron at top speed. The last thing Optimus saw before passing out, was Starscream ramming into Megatron and sending the larger mech tumbling forward.

The Seeker smirked as he landed in front of the Prime and crossed his arms over his cockpit. Megatron got up and glared bloody murder at his second as the other two Decepticons stared at him with shock.

"Starscream! How dare you betray me!"

The Seeker shook his helm and chuckled. "You can drop the act Megatron. You and I both know it was me who nearly off-lined you."

Megatron looked shocked…for half a nano-second, before smirking and chuckling. "My little ruse didn't fool you then?"

"Please Megatron. It doesn't take a genius to figure out you attacked me on the tower. And you didn't make me your second-in-command for nothing."

Megatron sneered. "Quite true. Quite true. But that doesn't explain why you're helping this pathetic excuse for an Autobot."

The Seeker chuckled again. "Have you never heard the saying, 'the enemy of my enemy is my friend'?"

He shifted his weight from one ped to the other and saw Megatron's optics watch the way hips moved, lingering on his legs and pelvic armor. _'Perverted slagger.' _

He uncrossed his arms and pointed a null-ray behind himself. "Blitzwing, put your cannons back up," he stated without looking away from Megatron whose optics widened in shock.

Starscream smiled coyly and explained, "I saw you move your servo."

Megatron had been making signs for the other two Decepticons to attack Starscream. The Seeker heard a click that signified his command had been obyed.

He pointed his null-ray from Blitzwing to Megatron, his gaze hardening.

"This is between you and me."

Starscream assessed the situation. The only ones who could help him were down. Megatron had the better weapons and the key. Starscream knew if they tyrant hit him with that, he'd be unconscious like the Autobots…

Or worse…

Maybe he could use that new fighting technique he was learning?

Without warning, Megatron attacked, bringing Starscream out of his thoughts. The Seeker ignited his thrusters and dodged the sword that came mere inches from cutting him in two. A cry of pain escaped his vocalizer when Megatron left a huge gash in his unprotected side. Starscream ignored the pain and moved with speed unmatched by any ground-bound mech.

Megatron yelped in shock when the Seeker was inside his reach. Starscream grabbed his arm and wrenched it until the mech dropped his sword. The Seeker used his free arm to fire several null-ray shots at the larger mech's abdomen.

Megatron yowled in both pain and surprise. Starscream had always kept his distance when fighting him. He always relied on his speed, agility, and his flying capabilities. He _never _got, literally, up in his face.

'_Son of a fragging glitch!' _the warlord swore as he tried and failed to get a hold on Starscream, who constantly ducked and weaved out of his grasp. _'Have to get him away! Have to get him away!' _

Starscream used Megatron's larger size against him as he remained inside his reach and continuously shot at, punched, kicked, or clawed pressure points he was aware of in the mech's body.

Megatron tried to grab him again, only to have him duck and strike him in the throat with the brunt of his arm. Megatron grabbed his neck and coughed and was caught off guard as his opponent took the opportunity to hit him in his badly scorched abdomen.

Megatron yelled and lurched forward.

'_What in Primus' name! Where did he learn to do that?' _

However, the position gave him the opportunity he needed. Starscream had backed away so he wouldn't be knocked over. As the Seeker was about to deliver another kick, Megatron recovered enough to grab his ped and fling him toward the nearest building.

Starscream yelped, then screamed as he was flung into a structure.

Megatron remained where he was and started firing his fusion canon at the spot. He heard several pained screams for a few nano-klicks, then they died down. When he stopped firing, he cautiously made his way toward where the jet-former now lay.

He found Starscream on his back, optics off-lined and scorch marks all over his armor.

Megatron ran a quick scan over him and found the Seeker was still alive, but out cold. He stared at him in awe. The Seeker had never caused much damage to him before. Yet he actually managed to mangle Megatron a bit this time around.

Thankfully, he had equally mangled the jet.

"Do we finish them Lord Megatron?" Blitzwing inquired in icy mode.

Megatron looked at his other unconscious foes, then shook his head. "Leave them. The All Spark takes precedence over a few insignificant Autobots and a traitor. Besides, I have something much more _productive _in mind for Starscream than being killed in his recharge."

"…Like what my Lord?" Lugnut asked.

Megatron chuckled evilly. "Making him mine, _completely_."

He would let Lugnut and Blitzwing interpret that as they would. But for now, they had more important things to worry about.

Megatron raised his fist that held the key and shouted, "Decepticons; transform and rise up!" A light shined from the key in the direction of the All Spark. Blitzwing and Lugnut transformed, then Megatron followed.

He led the way with Sari's key toward the All Spark.

XXX

Little did Megatron know, there was another mech that had been watching the battle.

The Cybertronian walked towards the unconscious Seeker, a piece of cloth wrapped tightly around several different Cybertronian herbs.

The mech was an older Seeker. His armor was dark misty grey with splashes of All Spark blue on his arm guards, peds, and the stripe and tips of his wings. His optics were an icy blue and his finger tips were clawed like Starscream's. He had lines on his face, like Ratchet that indicated his elderly age. But, while old, he was still quite handsome and capable of defending himself.

The jet took the Transformers equivalent of a lighter from his subspace and lit the cloth. He allowed it to burn for a few nano-klicks before blowing it out and kneeling beside the younger Seeker. He held it near Starscream's olfactory sensors and waited for the smoke to take effect.

"Gah!" Starscream exclaimed as he on-lined and smacked the other Seeker's hand away, gagging at the foul smelling smoke.

"What in Primus' name is that?" he spat on-lining his optics. He froze when he saw the elderly Seeker.

"It's an herbal remedy meant to awaken those who are unconscious," the older of the two answered.

Starscream looked away, the appearance of shame coming to his features. "Weren't as prepared as you thought you were, eh Starscream?"

"It could've ended worse."

"True, you could be dead. Now let's take care of your friends. You'll need to hurry if you're going to stop that tyrant."

"They're not my friends."

"But they are the only allies you have now."

The Seeker left the younger and went to each of the three Autobots; holding the cloth to their olfactory sensors until they awoke from their forced recharge.

When Optimus on-lined his optics, he stared at the older Cybertronian in confusion. "Who are you?"

"My name is Auron. Myself and my apprentice are here to help you."

Optimus blinked several times before sitting up. He looked the old Seeker over; finding him no threat, he looked at each member of his team.

When his optics rested on Starscream, he reacted.

"Starscream!" He made to grab his ax, only to have Auron grab his wrist.

"Peace young one. He's my apprentice. If it weren't for him, you'd be dead right now."

Optimus stared at Starscream, whom was busy tending to his wounded side. "Why did you help us?" he inquired.

Starscream smirked and chuckled evilly. "Please Autobot. I'm helping myself."

Auron sighed. "Please excuse my apprentice's rude behavior. But I'm afraid there is no time to waste."

At that moment, Professor Sumdac came running toward them. He looked at each of the recovering Autobots then the two Seekers before stating, "This is all my fault."

"You had nothing to do with this Professor," Optimus tried to reassure.

"Actually, he did," Starscream interjected flatly.

"Starscream, silence." Auron did not shout, but the tone in which he spoke made the younger Seeker obey.

"No, he's right," the professor admitted, "I rebuilt Megatron." That's when he began his story of how he found Megatron's head, and how he reversed engineered him to create his robotic empire.

Starscream chuckled bitterly, earning him a glare from his teacher. "You humans," he began, "Always meddling in things you have no business meddling with. And now, because of you, the worst mech alive is back."

"Starscream, enough," Auron warned his apprentice.

Sumdac shook his head. "But he's right."

Auron looked down at the human and stated, "We all make mistakes my brother. It's what we do after the mistake is made that determines who we are. My apprentice still has much to learn. And I am deeply sorry if he offended you."

Professor Sumdac looked at the Seeker with awe. "You are very wise, Mr…."

"Auron. But none of this matters now."

"He's right," Optimus agreed, "We need to stop Megatron from getting the All Spark."

"How?" Bulkhead asked dismally, "I'm so banged up I can't even transform into a trash bin."

Starscream ignited his thrusters and hovered while attempting to transform into his harrier jet mode. "Gah! The Autobot has a point, I'm afraid. I don't have the power to transform either."

"Do my audios deceive me?" Auron asked, looking at the Autobots and Decepticon traitor. "Did I just hear you lot give up?"

"Master Auron, without meaning disrespect," Starscream began, "Megatron has the child's key. With it he could kill us without a second thought."

Auron shook his head. "You managed to weaken him Starscream. He won't be at full strength."

"But what about the other two?" Prowl asked.

Auron answered, "What about them? All they have is a key. We can beat them if we think and combine our skill."

"Sari's key!" Sumdac exclaimed. "There may still be some residual energy in my lab equipment."

Auron stroked his chin. "If I can harness that energy, I may be able to heal you all."

Optimus quirked an optic ridge, "You can do that?"

Auron nodded. "It should be quite simple with someone of my training."

"Okay." Optimus looked at Starscream hesitantly before asking, "Could you, uh….." he pointed to the roof of Sumdac tower. "…Get Bumblebee?"

"The youngling? Easily. Be back in a klick." Starscream zoomed upward to fetch the youngster.

"Do you have someone watching the All Spark?" Auron questioned.

Optimus nodded. "Our medic, Ratchet."

"I hope he can hold off Megatron long enough for me to complete my task."

XXX

Everyone watched in amazement as Auron summoned and held what little All Spark energy was left in the machines in the palm of his hand. The energy moved as smoothly as water and pulsed in time with the elderly Seeker's spark.

He divided the power equally among the mechs in the room, then sat down, breathing heavily.

"Auron," Starscream began, walking toward the other Seeker, slightly concerned for his well being. "Are you…"

"I'm fine Starscream. It's just been a while since I've handled any type of All Spark energy."

"It's not exactly battle grade," Optimus stated, checking his systems over, "But it's enough to get us back on our stabilizing servos."

Starscream sneered at the Autobot. "It's more than enough Autobot."

"Starscream, temper."

The younger Seeker growled. He may have respected Auron enough to call him master and take his orders. But he still found it difficult to comply at times.

Auron looked at each Autobot and stated, "You still doubt."

"We aren't exactly academy material," Prowl began.

Bulkhead's shoulders sagged slightly and his optics were locked on the ground. "We're just repair bots."

Bumblebee huffed, "Don't forget undisciplined, insubordinate, malfunctions."

The older Seeker glanced at Optimus who looked a bit crest fallen. Starscream chuckled evilly, "Ouch. And I thought _I _was cold and harsh."

Auron glared at his apprentice. But the young leader surprised them both.

"I was out of line when I said that. And I'm sorry…Maybe you maintenance bots can teach this academy bot how to repair a few friendships?"

Auron smiled and stood up, finding his strength again. "It takes a person of good characters to admit when they're wrong and to apologize for their actions." Optimus looked at him. "You have much potential Prime. Maybe you could even tech me and my apprentice a few things."

Starscream laughed bitterly. "As if. I'd rather refuel on acid."

Auron raised his hand and slapped Starscream on the back of his helm. "Ouch!" The claws on Auron's servos added an extra sting to the blow.

"You still have much to learn Starscream," he stated plainly.

"Uh…If you don't mind my asking…" Optimus began, "What are you doing on Earth? And how is Starscream…"

"My apprentice?"

Optimus nodded.

"Well, I suppose explanations are in order. I'm a Neutral, and I used to live on the outer-rim territories for quite some time. I'm a skilled enough warrior and took Starscream under my wing about fifty stellar-cycles ago. He came to my home wounded. So I allowed him to stay and nursed him back to health. When I learned he was going after the All Spark, I made him a deal. I would teach him my style of fighting if he took me with him to find it."

"Why?"

"There will be time for that part of the story later. Right now, we need to get to your ship before Megatron does."

At that moment, Optimus' com link buzzed to life. **"Prime, Ratchet. Three Decepticons on our tail." **

"**Do not engage," **Optimus ordered, **"Repeat, do not engage. We need to lead the 'Cons off planet first and keep Earth out of the crossfire." **

"**Copy that Prime. Over and out." **

"That isn't going to work," Starscream stated knowingly. Optimus glared at him and asked, "And how do you know that?"

"Because I know Megatron. He's wounded and will become desperate to get what he wants. He will even sink to threatening this world and its inhabitants."

Auron nodded. "He's correct. Megatron wouldn't hesitate to murder ever last being of this world to get the All Spark."

"It's the only plan we've got."

Starscream groaned. "Suddenly I wish I sided with Megatron."

As they prepared to depart, Professor Sumdac spoke up, "Let me come with you."

"No Professor," Optimus tried to discourage, "It's too dangerous."

"But…I insist. I'm the one responsible for releasing Megatron in the first place. There must be something I can do."

"I'm not carrying him in my cockpit," Starscream stated flatly, igniting his thrusters and hovering outside, waiting for the others.

Auron shook his head and sighed, "Youth is wasted on the young."

The he glanced at Optimus. "Let the human come. He may be of help."

Optimus shook his helm, "Megatron'll crush him."

"That tyrant will be too occupied with us to bother with him."

"Can he even be trusted?" Prowl asked in a hushed tone.

"Yes Prowl. He made a mistake and was deceived. Nothing more."

"Uh, Autobots, Auron?"

"What about Sari?" Bumblebee asked.

"Autobots! Auron!"

"What is it Starscream?" Auron asked, looking at his apprentice.

Starscream pointed behind them with an annoyed look. They turned and saw their ship hovering above them and Sari standing before them with her hands on her waist. "What about me?" she asked.

The Autobots smiled at the sight of the young human and she continued, "If you gear-heads think I'm letting you out of my sight, you're nuts. And no the ones that come with bolts."

Optimus then noticed Ratchet standing at the entrance of the ship with his good magnet aimed at Starscream.

The Autobot leader attempted to explain to his medic Starscream's current change of spark. "Lower your weapon Ratchet. Starscream's on our side."

Ratchet didn't obey immediately. "How do we know he won't double cross us to save his own protoform?"

Starscream crossed his arms, "You don't."

At that moment, Megatron and his Decepticons appeared and opened fire. Starscream yelped and ducked as a fusion blast zoomed past.

"No time to argue!" Auron snapped, "Load up!"

He picked up the adult human while Optimus got Sari, then they all got on the ship.

When everyone was safely aboard, the vessel took off and Ratchet attempted to get them out of Earth's orbit. The Decepticons following right behind them.

"Hold on tight!" Ratchet shouted, activating the boosters.

Starscream and Auron dug their claws into the wall to stay on their peds. The Autobots had a little more trouble. Optimus crashed against the wall, dropping Sari. Before Starscream knew what came over him, he reached out and caught her before she could hit the cold, hard, metallic floor.

"Let go! Let go of me Decepticon creep!" she demanded, banging on his fist as he held her.

Starscream snarled. "Don't tempt me youngling."

"Oh dear, this is all my fault," the professor exclaimed holding onto Auron's claws.

"What is Dad? And who are you?" she asked, pointing at Auron.

"Explain later," Bumblebee answered, staying on the ground.

Starscream smirked as he answered Sari's first question. "Your father dearest rebuild Megatron in his lab."

"You built Megatron in your lab?"

"On the bright side," Ratchet began, "I don't feel so bad about losing your key."

Starscream chuckled. He found he liked Ratchet a little more than he thought. Not that he'd ever tell him that.

Auron on the other servo shook his head. "This is one of the reasons I'm a Neutral."

At that moment the ship shook and they all fell to the ground. Optimus crawled up to Ratchet and pulled himself up with the control panel. "What happened?"

"We've been hit!" Ratchet exclaimed.

"Worse," Starscream corrected, "We're going down!"

The whole ship shook and anyone who attempted to get up, fell back down.

"This isn't good!" Bumblebee exclaimed, clinging to the ground.

"I told you that "lead them of planet" strategy wouldn't work!" Starscream spat.

"How about we not play the blame game and think of another strategy!" Auron suggested coldly.

Just as the ship was about to crash, Ratchet managed to pull up and fly toward an island. They landed ungracefully in the side of a mountain.

"Damn," Starscream swore, pushing himself up to his knees.

"Everyone in one piece?" Optimus asked.

As Starscream rubbed the back of his aching helm, Auron answered, "We are all functioning Prime."

The ship was hit by another blast. Starscream braced his free servo on the floor to stay up as the ship shook, then stated, "Not for long. Even with the damage I caused, Megatron still has enough power to keep coming."

Auron sat Sumdac down and Starscream did the same with Sari. Both Seekers stood up. Auron looked at Optimus and stated, "Come. We must stop Megatron here. Or all is lost."

Optimus nodded and ran toward the exit. The Autobot leader looked down at the humans and stated, "Stay with the ship. We'll hold them off as long as we can."

"And then what?" Sari inquired.

The Autobots, Neutral, and traitor left without giving an answer.

As they left the ship, Optimus stated, "If we go down, we go down fighting. Together. And I can't think of a better group I'd rather stand alongside with."

"I got a better idea, Prime," Starscream suggested, hovering above the Autobots with the other Seeker. "Let's not go down at all. I didn't side with you just to die."

Auron smirked, "Don't worry Starscream. There are many more battles in our future."

"Autobots and…Seekers, we must protect the All Spark at all costs." The Prime slide his battle mask into place and the Autobots stood in defensive and attack positions, while the Seekers got into their aerial attack poses.

At that moment, Lugnut zoomed down. Bulkhead leaped up and grabbed onto the large Decepticon, forcing him to crash land several yards away.

Auron looked at Starscream and stated, "I will help Bulkhead with the brute. You stay and help them." Starscream nodded as Auron flew to Bulkhead's aid.

The Seeker watched as Blitzwing came to swoop in, then he looked down at the Autobots. Ratchet had his good magnet ready and Bumblebee had his stingers out.

"Kid, electromagnetic pulse."

The two combined their electrical attacks and sent it at the triple changer.

Starscream landed behind and between the two and asked, "How about a little null-ray power?"

He powered up his null-rays and channeled them into a beam as he fired and combined it with the electrical energy, making it even more powerful.

The attack not only took out Blitzwing's electrical systems, but also damaged him as he fell. Starscream smirked at the triple-changer's scream of pain and panic as he fell.

XXX

Meanwhile, Bulkhead and Auron had their servos full with Lugnut.

"What a brute," the Seeker commented to Bulkhead.

"Yeah, he's huge. And with those mods, he's stronger than me."

Auron chuckled. "Oh my, my, my. Bulkhead, bigger and stronger doesn't mean he's better. It simply means it's easier to use his abilities and size against him."

"Huh?"

"Watch and learn my young friend."

As Auron ran toward Lugnut, the Decepticon exclaimed, "Fool! No one can stand before the mighty Megatron!"

Auron laughed as he side flipped a punch and, like Starscream did with Megatron, got within Lugnut's reach.

"A piece of advice, large one…"

Auron aimed at unprotected gaps in Lugnut's armor and transformer seams and struck them with his claws. Lugnut attempted to grab him, but his bulk slowed him down. Auron continued to make quick slashing motions with his claws, damaging to soft protoform flesh beneath Lugnut's armor and causing the large mech to bleed.

All in all, the damage was minimal. But it hurt like the Pit and made it harder for Lugnut to move.

Bulkhead watched the Seeker in amazement. He was quicker and more skilled than any Autobot he had ever seen. Auron flipped over Lugnut's head as he lunged forward in an attempt to grab him with both arms.

Once the jet was behind him, he flicked his wrist and a blade slide from his arm. He slashed into a transformer seam in Lugnut's back and pushed the blade into it, causing the mech to howl in misery. When Auron removed the blade, the colossal mech fell over.

The Seeker walked in front of the fallen Decepticon before finishing his previous sentence. "Get a new idol."

He then turned to Bulkhead, a slight smirk on his face. The Autobot blinked several times then asked, "How'd you do that?"

"My wrist blades were dipped with a toxin that sedates my opponents. This should be enough to keep him under for a while."

"Auron watch out!" Bulkhead made his servo into a wrecking ball and flung it forward.

The older Cybertronian ducked and heard a loud _clang, _then a grunt/moan of pain, and he felt the ground shake again as Lugnut once again hit the earth.

He looked at the unconscious giant before stating, "Than again, maybe not." He looked at Bulkhead and continued, "Thank you, my brother."

Bulkhead smiled, "It was nothing."

XXX

Starscream and Optimus dodged fusion blasts while Bumblebee and the other two Autobots went after Blitzwing.

"Starscream! I'll make you suffer for this treachery!" Megatron exclaimed as he fired at the jet once again.

Starscream knew Megatron still had the better weapon, but he wasn't moving as quickly as before and his actions were becoming more predictable. It appeared he hurt him worse than either he or the silver mech originally thought.

But he didn't let his ego get the best of him. Too many times in the past, that had been his downfall. Not this time.

"Prime," he began, landing beside the Autobot, "I trust you have a plan?"

"I'm working on it."

Megatron aimed and fired the most powerful fusion blast he could manage. The Seeker and mech didn't move fast enough to dodge it and flew several yards from where they stood before landing painfully on the hard ground.

"Now there's nothing to stop me from reaching the All Spark." As Megatron turned toward the ship, Optimus activated and fired his grapple. The gadget wrapped around Megatron's tail-boom and the tyrant dragged the Autobot along in the air.

"Nothing, except me!"

Starscream shook his head. After clearing the spots from his vision, he flew after them. He latched onto the Decepticon leader from underneath. "And me."

The combined weight forced Megatron to slow and weighed him down slightly. But it wasn't enough to stop him.

"Prime, we need that plan now!" the Seeker exclaimed.

The younger mech shouted the first thing that came to processor. "Shoot him!"

"Why didn't I think of that?"

While Starscream fired a null-ray at point blank range, Optimus threw his ax. Starscream released his grip and moved before the ax hit him. The combined assault on his already wounded chassis made Megatron yowl in pain and caused him to crash land.

Before Optimus could crash with him, Starscream reached out and grabbed his wrist. He tossed the mech up then caught him in his arms.

Optimus looked at the Seeker dumbly, thankful that his mask was up. He would hate to be seen blushing because of this.

"Think we got him?" Optimus inquired, trying to get his mind off how well muscled the protoform in Starscream's arms were.

"Hardly," the Seeker answered coldly, "Megatron never goes down that easily."

"That was easy?"

Before he could get an answer, Megatron reappeared in bipedal-mode with a roar of rage. He glowered at the Seeker and Autobot. His optics alone promised a painful and bloody demise for them both.

"You'll both pay for that."

A moment later, they all heard a loud crash. Followed by another. Starscream and Optimus looked in the direction the noise came from along with Megatron.

Starscream performed a long range scan and smiled when the results appeared before his optics. The Decepticon frequencies he pulled up were low, meaning they were off-lined. But the Autobots' and Auron's were still going strong.

He laughed before looking at Megatron. "It appears those "insignificant" Autobots just took out your "unbeatable" Decepticons."

Megatron snarled at his former second. "Starscream, I swear to Primus, you will regret this day."

Starscream only smirked.

Megatron lunged forward, but the Seeker dodged and went to the ground. He dropped the Autobot off before stating, "Go protect the All Spark. I'll hold off Megatron." Optimus obeyed without question and ran toward his ship while Starscream stood his ground.

Megatron landed several yards away, he had learned his lesson a while ago. No way was he going to risk the jet-former getting too close again.

"Starscream," the tyrant began, "Before I tear you apart, tell me why. Why are you betraying me?"

Starscream chuckled quietly and shook his head. "I'm not sure myself. At first I thought I attempted to take your life because I wanted the All Spark for myself and to lead the Decepticons in your place. But, I guess only time will tell my true intentions in all this."

Starscream lunged forward, attempting to get within Megatron's reach. However, the mech expected this. He raised his fusion cannon and blasted the Seeker in the cockpit.

Starscream tried to ignore the pain as the protective glass shattered, but failed. He howled in agony. The glass might have only been armor, but it still protected his spark and the fusion blast managed to get to it.

Megatron lunged and rammed into the Seeker. He activated his flight systems and used the traitor as a battering ram to get through the walls of the Autobots' ship and get into the hanger bay. Where the All Spark, Optimus, and Sari were.

The Autobot and human gapped at the Decepticon leader in fear as he took Starscream by the throat and tossed the half conscious Seeker to side. He landed on his back and was breathing heavily from the combined pain in his slightly damaged spark chamber and in his back, wing joints, and wings.

Megatron smirked, enjoying the sound of the Seeker's rapidly pulsing spark. "I'll deal with you later Starscream." Then he turned to his quarry, only to be met with Optimus coming at him.

The Autobot managed to ram the larger mech into a well, which only caused Megatron to laugh. "Our struggle end where it began Autobot. Aboard this ship."

He kicked the smaller mech away. Optimus aimed both his grapplers and fired, only for Megatron to grab them and tie him up with them. "Only this time, the All Spark is mine." He tossed the mech aside, causing him to land beside Starscream.

The Seeker moaned in pain as he got up and rubbed his aching helm. "Do we have a plan C, Prime?"

Megatron laughed again. "No plan will save you Starscream." He bent down and, after pushing Sari out of the way, opened the All Spark's casing and took the artifact out.

"At last, after four million stellar-cycles, the All Spark is mine."

"Oh slag," Starscream swore as he attempted to get up and only fell over again.

"And after I lay waste to this miserable planet, I will destroy the Autobot race and reclaim Cybertron for Decepticons."

"Do you ever shut up?" Starscream inquired acidly, while aiming a null-ray and firing. Megatron merely side stepped the weak attack before opening his chest plates and placing the All Spark beside his spark.

"This isn't good." The Seeker used his claws to slash through the grapple and freed Optimus. "We're in deep slag."

Megatron chuckled, "For once, you're right Starscream."

The silver giant walked toward the two wounded Cybertronians, then he suddenly lurched forward and yelped in surprise as an electric shock surrounded his being. He looked down and saw Professor Sumdac.

"I spent fifty years reverse engineering your robotic technology. I know how to disrupt your equilibrium sensors. Your 'Achilles heel' if you will."

Starscream stood and helped Prime up while Megatron was momentarily distracted. The Decepticon didn't notice that he had dropped Sari's key and that the girl had picked it up.

He growled at the human adult. He had had his fill of lesser beings thrashing him around for one day.

"While clever human, your work is far too superficial." The colossal mech stood up to his full height and looked down at Sumdac before continuing on, "Armor plating and servo mechanics? You know nothing of the spark at the core of all Cybertronians." Megatron sneered down at the human, "Let's see how you like being crushed under this 'Achilles heel'."

As he raised his ped to stomp the human, Optimus and Starscream attacked. They collided with the larger Cybertronian, keeping him away from Sumdac.

However, Starscream saw Megatron powering up the All Spark.

"Prime! MOVE!"

The Seeker yanked the Autobot out of the way and screamed in pain as Megatron blasted him in his exposed spark chamber with pure All Spark energy. Starscream fell to the ground, his spark barely clinging to life, before Megatron turned his attention to the stunned Prime.

He channeled the All Spark's power again and fired it at the Prime. But this attack wasn't as powerful as the first. It was meant to maim and torture, not kill. The ray of energy sent him flying and pinned him to a wall.

Megatron laughed. "You and your lot appoint yourselves 'protectors of the All Spark', yet you have no concept of its true power." Megatron walked closer to the Prime with every word, steadily increasing the power until he hovered over the Autobot.

Sari clutched her key and exclaimed, "Optimus!" before throwing it to the Autobot.

He caught it, then glared at Megatron before stating, "You want power?" He punched the ancient Cybertronian artifact that now rested in the Decepticon warlord's chest with the key and shouted, "Have your fill!"

The All Spark shattered and Megatron howled in pain and absolute agony. The All Spark energy surrounded him and was rapidly overloading his systems.

Optimus was dropped and the moment his peds touched the ground, he pushed the large mech away, causing him to fall on his hands and knees.

Optimus went to the wounded Seeker and grabbed him by his wrists. He pulled him away from Megatron, Sari following close behind.

The girl opened the hanger doors and Optimus, like he had done nearly fifty stellar-cycles prior, shoved Megatron out. The tyrant screamed as the All Spark's energy and power consumed him, then exploded.

Optimus and Sari retreated inside the ship and shielded themselves from the explosion. When they returned to the hanger doors, Megatron was nowhere in sight.

"What in the Well of All Sparks happened?"

Optimus and Sari looked down to see Auron flying up to them.

The elder Seeker forgot his question when he saw his apprentice and his quickly fading spark. "Starscream!" He flew around the Autobot and landed beside the younger flyer. He kneeled and took Starscream's clawed servo in both of his.

Starscream's breathing was labored for several moments before he chuckled weakly. "Figures," he stated in a hoarse whisper as Optimus and Sari came to his other side. "I do the right thing…and I still die."

With that, his spark faded away and extinguished. The Seeker's optics off-lined and the color in his armor turned gunmetal grey. As all his systems shut down, Optimus looked at Sari and asked, "You said your key brought me back?"

The human nodded.

Auron looked up and asked, "You're going to save him?"

"He saved my life and helped my team. It's the least I can do."

Optimus held Sari's key over Starscream's spark chamber. He willed the artifact to work. As if it could read his mind, the key glowed brightly and created a new spark.

The spark was grey and unloving at first. Then it started pulsing and began to glow a bright and beautiful violet. The key didn't stop there, and also created a new cockpit and healed the Seeker's wounds.

The glass slid into place as Starscream gasped and on-lined his optics. "What the frag!"

Auron chuckled. "Welcome back to the land of the living Starscream."

The younger Seeker sat up and rubbed the back of his helm before looking at Optimus curiously. "You…saved me?...Why?"

Optimus smiled nervously. "I'm an Autobot Starscream. My kind will never just stand by and allow another being to die if we can stop it."

The Seeker's optics dimmed slightly before he mumbled, "If only that were true."

Before Optimus could inquire to Starscream's meaning, Auron asked, "What happened to the All Spark?"

Both Sari and Optimus looked a little hesitant about answering. "I think Optimus destroyed it," the girl explained.

Auron shook his head. "No. He didn't destroy it. It feels more like he dispersed it."

"Dispersed it?...Wait a klick," Optimus looked at Auron with a perplexed look in his optics, "How do you know that?"

Starscream looked at his master and stated, "You did promise to explain to me how you knew so much about the All Spark. Now's as good a time as any."

Auron nodded once. "I did promise. And I guess, since you're all involved now, you deserve to know."

He gazed at the small group with his old optics. They could all see the wisdom in them. This Seeker was old. Older than Ultra Magnus himself. Although his appearance didn't show it.

The Seeker began his explanation, "I am the Guardian of the All Spark."

The two younger Cybertronians and the human girl stared at Auron with wide optics/eyes.

"Guardian of the All Spark?" Starscream couldn't believe his audios. "I thought you were a myth."

"You thought the All Spark was a myth too at one point my apprentice."

Optimus shook his head before asking, "Wait a klick; if you're the Guardian of the All Spark, then how did it cease to be in your possession? Ratchet said it was tossed into a space bridge."

Auron chuckled. "Your friend was correct. The All Spark was thrown into the space bridge. But it was I who threw it in. I was the one who decided the All Spark would be in no one's servos, rather than the wrong ones. I believed it was meant for everyone, not just one specific faction or person. But, seeing as my belief would never become reality, I convinced Ultra Magnus, my former apprentice and long time friend, to allow me to get rid of it."

Starscream mauled over Auron's words before saying, "You knew of this world before I did. You knew the All Spark was here before I did. How?"

Auron smiled. "As the Guardian of the All Spark, I am constantly aware of it presence. When I felt that it had stopped warping and had been found, I took the first opportunity I could to find it and bring it back to safety. Even now, I can still sense the All Spark…It's just…everywhere. And it's throwing me off."

"So…I was just a ride to you?" Starscream asked.

Auron clasped Starscream's shoulder and shook his head before answering, "No Starscream. It was time for me to leave my home and become a part of this war. And I sensed you needed me. I also saw that you had a greater purpose in all this. I saw the park of potential in you. You still have far to go, but you, by far are one of the most talented apprentices I have taken. You have passion, spirit, and, despite what you think, you have a big, kind, and compassionate spark…It just needs more time to heal."

Optimus looked from Auron to Sari's key. He sighed then stated, "If you're the guardian of the All Spark, then I guess this belongs to you."

He held out the key to Auron. The Seeker accepted the offering and held it in the palm of his servo.

He looked the trinket over thoughtfully before stating, "This has been charged with a great deal of the All Spark's power…I do believe you are in command here Optimus, you decide what is to be done with this."

Auron gave the key back to the Prime who looked at it thoughtfully.

"With the All Spark in its current state, this key is the most powerful Cybertronian artifact on this world and in existence."

He held it by its string before lowering it down to Sari and dropping it in her hands. "And far too valuable to be in the servos of mere Autobots."

He smiled at the girl before stating, "The All Spark gave you this gift. I must have had a good reason."

Auron chuckled before looking at the girl and cautioning, "Use its power wisely young one."

The guardian looked at the young Prime before continuing, "Seeing as how the All Spark is in pieces, my apprentice and I will be staying longer than anticipated. With your permission, we'd like to take refuge on the Earth's moon, and help with the coming search for the All Spark pieces."

Optimus laughed nervously. "It's a free planet Auron. And my Autobots and I wouldn't mind a few extra helping servos."

XXX

It didn't take Sari long to heal the Autobots and Seekers with her key. When she finished with Ratchet, she smiled and stated, "There. Good as new."

"I'm not picking up any Decepticon frequencies," Starscream began as his long range scans gave no signs of the enemy. "They must be long gone."

"Yeah," Optimus agreed, "But something tells me we haven't seen the last of them."

"…"

Optimus smiled as he looked at each member of his team and the Seekers. "You all fought like Autobots. Even you Seekers."

Auron bowed his head respectfully at the complement, while Starscream shivered in disgust. "Don't make me sick. I'll never be an Autobot."

Optimus shrugged before continuing, "I can't tell you how proud I am of each and every one of you."

Bumblebee grinned widely before encouraging, "Go on, tell us. We can take it."

Starscream only smiled…A true genuine smile.

Maybe this Auto…Bumblebee wasn't so different from…Cloud.

The Seeker turned his back on the Autobots and was about to take off and head to the remains of the Nemesis when Optimus stopped him.

"Hey, Starscream." The Decepticon traitor stopped and glanced over his shoulder at the still smiling Prime. "Thank you for your help."

Starscream snorted. "Don't get used to it Autobot."

With that he activated his thrusters, transformed and flew towards the moon. Auron only laughed and shook his head.

He glanced at Optimus and explained, "That's his way of saying "you're welcome"."

Bumblebee crossed his arms, frowning. "Huh. If that's how he says "you're welcome" then I don't want to know how he says "frag you"."

Auron chuckled. "Oh, he's not that bad once you get to know him. And once he's more used to you, he'll loosen up a bit. Besides, what he said shows what little he know of what's to come."

Optimus crossed his arms and smirked. "And I suppose you do?"

Auron returned the smirk. "Perhaps."

The younger Cybertronian quirked an optic ridge and was about to inquire to Auron's meaning when the Seeker transformed into a Cybertronian jet and stated, "Starscream and I will be in touch."

Then he followed his apprentice to the moon.

When the Seekers were gone, Sari looked around and asked, "Hey, has any one seen my dad?"


	2. Chapter 2

**A Change of Spark  
>Chapter 2: The Stasis-Mod<strong>

It had been several weeks since Starscream changed sides. Auron found it amazing how fast time seemed to go by up on the moon.

Or was it just him?

Either way, it didn't feel so long ago to him. However, despite how much time had passed, Starscream refused to leave the remains of the Nemesis. Auron knew why.

While the Nemesis held many unpleasant memories, most involving Megatron hovering over him in a dark room with a multi-tailed energon whip, this ship was still familiar to Starscream. It was mostly fear of the unknown that kept him there. Auron could understand the younger Seeker's feelings.

He had just left everything he knew behind. He had defected from the Decepticons…A faction he had served for many vorns…Was now labeled a traitor by his own kind for doing what he believed was right. And worse yet to the fallen ex-Decepticon, he had sided himself with his enemies. Beings he had hated for millennium.

Auron could sense that the hate was not unjust. While he didn't know exactly, something horrible had happened to Starscream before he became a Decepticon…something unimaginably painful. And he believed the Autobots were the cause of his misery.

Auron on-lined his optics to stare at his apprentice, whom had busied himself with studying some materials he had taken from Earth. The older Seeker smiled a little. He found Starscream's need to figure out Earth and its life forms very amusing.

Although he knew the younger would never admit it to him, Starscream was truly fascinated by the humans. He only pretended to be revolted by them to keep up the persona of being a Decepticon at spark.

Auron knew that wasn't true. He also knew, deep in his spark, that if the younger Seeker opened up to these Autobots on Earth, who were outcasts among their people as well, they would be able to mend Starscream's destroyed spark. It was already clear that he had a soft spot for the younger member of the Autobot team; Bumblebee.

Deciding that he had meditated enough, Auron uncrossed his legs and leaped off the examination table. "I'm going to check on our Autobot friends, Starscream. I should return before two mega-cycles."

"They're not my friends," the younger stated flatly as he continued examining a small plant through a microscope.

Auron chuckled sadly.

Starscream truly had no idea how wrong he was.

XXX

Bulkhead was wandering around Dinobot Island, trying to find Prowl. He didn't understand it, one moment the ninja was right there in front of him, then the next moment, he was gone. However, he wasn't too upset about it. Prowl did this often, and after attending to whatever business he needed to take care of or completed their patrol rounds, he always came back to Bulkhead and they went back home.

He continued walking, his thunderous footsteps the only noise in the area.

Until he heard Prowl's voice. "Bulkhead! Help!"

The large Autobot froze and listened.

The ninja's voice reached his audios again. "Help!"

Bulkhead took off. Using his mass to break through the underbrush, he ran in the direction of Prowl's voice. Soon another noise, besides Prowl's voice came to Bulkhead's audios.

Weapons fire being the main thing.

Bulkhead finally reached a clearing where Prowl was dodging multiple blasts of ice and lasers, he found Blitzwing and Lugnut were the ones shooting at the ninja. Bulkhead made his fist into a wrecking ball as he yelled, "Hey!" He flung his wrecking ball toward the two Decepticons. "Pick on somebody your own size!"

Blitzwing leapt into the air and turned toward the large Autobot. Lugnut did not have much success in dodging the Autobot's attack. The wrecking ball hit the large Decepticon in the face, causing him to land flat on his back. Before Bulkhead could try getting the other Decepticon with his other servo, Blitzwing activated a mod around his wrist and a blue bold of lightning struck the large mech.

It didn't hurt in the slightest.

In fact, it kind of tickled.

Bulkhead opened his mouth to ask the triple-changer, who sold him the faulty mod, then his whole body suddenly went numb and he fell to the ground off-lined.

Prowl leapt toward the triple-changer, his shurikens out and poised to strike. Blitzwing did a mid-air flip to avoid him and sent the same blue bolt at him. Prowl was unconscious before he hit the ground.

Blitzwing landed beside Lugnut, who just beginning to push himself up from the ground, "It appears the bounty hunter came through," the triple-changer stated in icy mode. "This stasis-mod vorks vonderfully vell."

Lugnut looked at the two off-lined Autobots then looked at his comrade. "I still don't understand what our glorious leader wants with them."

"I vouldn't expect you to," Blitzwing stated coolly, taking two syringes from a compartment on his waist. He uncapped one and walked toward the fallen ninja. He bent down and moved his head to have better access to his neck.

"Just remember Megatron's orders," he continued, sticking the needle into Prowl's neck and filling the syringe one fourth of the way with the Autobot's energon blood. Blitzwing removed the needle and capped it. "Don't kill them or the others." He put the capped syringe back in his compartment and uncapped the still empty one before moving on to Bulkhead and performing the same process. "Ve vill need test subjects for his and the Professor's…latest project."

Once he had taken what he needed from the two Autobots, he and Lugnut transformed and flew toward their newest hideout.

XXX

Auron landed outside the Autobot base with grace no ground-pounder could imitate. Several days after Optimus had defeated Megatron, he gave the elder Seeker the location of their base. Seeing how they would be working together and all, it seemed only logical for the Seekers to know where to find them.

Auron walked inside the base. He found it amusing how much the Autobot's Earth home reminded him of his apprentice. Starscream knew the location of the base, but hadn't ever seen it. He hadn't left the Nemesis since Megatron was beaten.

Auron would eventually have to find a way to make him come down.

The Seeker saw Sari and Bumblebee sitting on the couch, playing what Sari called a "video game". Everyone else was either repairing the damage the Decepticons had done to the city or patrolling. And if Auron wasn't mistaken, Sari said she would be taking over Sumdac industries until they found her father. Thankfully, she wouldn't be starting that position for another few weeks because of all the damage the city had suffered. So she still had time to play with Bumblebee.

Both younglings looked up, then smiled and waved at him. "Hi Auron," Sari began cheerfully.

"What's up?" Bumblebee asked.

"Starscream for one," Auron answered, "He refuses to come down from that ship, no matter how many times I ask."

"Well, it saws in his file he's pretty stubborn."

Auron raised an optic ridge at Bumblebee's comment. "File?"

"Optimus thought it'd be a good idea to know a little more about 'Screamer. So he went looking for his file on Teletraan. And let me tell ya, he's got quite a history."

"Did it say anything about his life before he became a Decepticon?"

"No. Just talked about what he's done as a 'Con. Our computer doesn't have every single detail of every file. Just basic stuff we need to survive if we ever ran into any Decepticons. It would need a serious upgrade for the kind of info you want."

"…I see." Auron, despite knowing Starscream for fifty stellar-cycles, didn't know him very well. If fact, he knew about as much as the Autobots did. Starscream was a Decepticon traitor who had once, and probably still was, bent on destroying Megatron. He had no other allies but those he once called his enemies. They also knew a little of Starscream's service in the Decepticons. But everything else seemed to be shrouded in the shadow that was Starscream's past.

"May I still look at his file?"

Bumblebee shrugged as he and Sari continued playing their game and answered, "I'm sure boss-bot won't mind." The yellow mech jabbed a thumb over his shoulder and continued, "The file is on the computer in the back. Have fun."

The neutral Seeker walked in the direction the younger bot pointed in and easily found the computer. These Autobots never ceased to amaze him. They didn't have much, but continued to make do with what they had.

Not that they had much choice.

Like the Decepticons, they were stranded on this world, very far from home. They had to do everything they could in order to survive.

Auron's claws clicked as they hit the keys on the Autobots' main computer. He easily found Starscream's file. Bumblebee had been right. Starscream's file was miniscule. In fact, all the Decepticon files were.

The ex-Decepticon Seeker's files gave a very basic summary on Starscream. So basic, Auron knew for a fact that his apprentice would be deeply offended by it. The file also had some knowledge on how to defend against the once Air Commander. It was information on Seekers that everyone should've known. Such as aim for wings, wings joints, or thrusters when in the air. And go for the ankles when on the ground.

Auron felt a little disappointed that he was unable to find out anything new about Starscream before he became a Decepticon.

"I suppose I'm not meant to learn that much about him yet," he mumbled to himself. "Ah well. Life goes on."

At that moment he heard movement back in the living area of the Autobot base. Two mechs had entered from the outside. After a little more focus, he could tell that Optimus Prime and Ratchet were the two mechs who had come in.

Being the Guardian of the All Spark granted Auron many abilities that other Cybertronians did not possess. These abilities included being able to recognize a person's aura and being able to sense everything and everyone around him, when he concentrated and kept his sense open.

He closed Starscream's file before heading back to the living area to greet the newcomers. He wondered where Bulkhead and Prowl were. Auron couldn't sense them anywhere in the base.

As he entered the living area again, he heard Optimus ask, "Have they come back Bumblebee?"

The Seeker saw the young mech hit pause on his and Sari's game and look at his leader with concern and fear. "You mean you didn't find them?"

"Not a trace," Ratchet answered dismally.

Auron cleared his throat, getting the Autobots' attention and inquired, "If I may ask, what's going on?"

Optimus answered, "Prowl and Bulkhead are missing."

"They went to Dinobot Island and were supposed to be back over three hours ago," Sari explained, fear lacing her words. The tiny human hadn't exactly been herself since the disappearance of her father. And, from what he had been told, it was Auron's understanding that things weren't going too well at her home.

"You have searched the entire island?" Auron asked, looking from the human to the young Prime. Optimus shook his helm. "We tried, but the forests there are so think it's almost impossible for us to search for them in bipedal-mode let alone vehicle mode."

"What about their signals?"

"We tried contacting them and tracing their life signals," Ratchet answered, "But something there was jamming both."

Auron took in what both Autobots had to say before smiling and suggesting, "Perhaps you just need a few optics in the sky?"

Optimus shook his helm. "No Auron, you don't have to help. It's not your problem."

"You are all mine and Starscream's allies. Your problems are our problems as well. Besides, a little fresh air will do that Seeker good."

Optimus smiled. "Thanks Auron."

The elderly Seeker smiled, "It's my pleasure."

XXX

Starscream circled Dinobot Island from the skies, searching for the two missing Autobots.

The only real reason he was doing this was because Auron had asked him too…Actually…that wasn't entirely true…He was doing this because he felt like he owed Prime. He did save his life after all.

Primus above, what had he gotten himself into?

He had been asking himself that question ever since…Starscream felt a stinging sensation in his optics. He pushed down the tears, refusing to cry…And in order not to cry, he had to not remember. He tightened the lock that had loosened in that brief moment and he forced his spark in his self made cage. A prison of ice, stone, and steel that had taken vorns to form.

He didn't ever want to feel that way again.

It was weakness.

Weakness would only get him killed.

"**Starscream?" **The Seeker was brought out of his thoughts by the sound of Auron's voice. "I'm here," he answered, happy for the distraction. Whatever jammers had been causing the Autobots' communication failure had obviously worn off.

"**Have you found them yet?" **Auron asked.

"No. I don't see any…Wait…I think I've found something."

The younger Seeker spotted several trees that were missing large chunks of branches and leaves. Which was the only indication that a jet had flown through. And because of the large holes in the canopy, he could make out two easily recognizable mechs.

Prowl and Bulkhead.

He landed beside the Cyberninja and knelt down. He turned the lithe mech onto his back and placed his clawed servo over his chest plate. He felt the unconscious mech's spark pulse.

Starscream noticed a small needle hole wound on Prowl's neck. It appeared that something may have been injected into him. The Seeker checked Bulkhead and found the same sort of wound on his neck as well.

"I've found them," he informed his teacher. "But they're unconscious. And I think they've been drugged."

"**Are you sure?" **

"Yeah. They both have a needle hole on their neck."

"**I'll bring Ratchet. Where are you?" **

Starscream knew for a fact that he was horrible when it came to directions. He looked up, raised his arm and fired a powerful null blast.

"…**I see you." **

Starscream chuckled at the exasperated tone in Auron's voice as he sat on the ground. He crossed his legs and waited.

XXX

"Careful!" Ratchet exclaimed. Auron had nearly lost his grip on the mech and allowed him to fall toward the unforgiving ground. But the Seeker had caught his mistake in time and tightened his grip.

Since he had such a hard time driving through the forest, the Seeker thought it would be easier just to fly Ratchet where Starscream and the two Autobots were. The medic had only agreed because he wanted to make sure the other members of his team were alright. Most times he only liked flying when he was _inside a ship. _And he hated to be carried.

They reached their destination in less than a few klicks. The second Ratchet's peds touched the ground; he made his way to his teammates, his legs a little wobbly. While he looked them over, Auron sat beside his apprentice and took several things from his sub-space. Mostly Cybertronian herbs, a cloth, and a lighter. Starscream watched as his teacher cut snippets of different herbs onto the cloth with his claws. Once he had a little of each herb on the cloth, he put them back into his sub-space and wrapped the cloth around what he placed on it.

Starscream looked at Ratchet as he finished looking his teammates over. "Well?" he began. "What's wrong with them?"

Ratchet shook his helm. "I don't know. As far as I can tell, they haven't been injected with anything."

Starscream shrugged and inquired, "If they haven't been drugged, then why are they out cold?"

"I don't know," Ratchet repeated. "I don't know what knocked them out or why I can't on-line them."

"…What kind of medic are you?" Starscream asked with a smarmy tone.

Auron raised his hand and slapped the back of the younger Seeker's helm. "Ow!"

"Allow me to try," Auron began as if nothing had happened. Starscream rubbed the back of his helm, his ruby optics narrowing at his teacher. Ratchet, meanwhile, was laughing hard.

Auron lit the cloth with his lighter before standing up. Starscream held his breath as the older Seeker allowed the herbs to burn a moment. The younger remembered those herbs all too well. After blowing out the flame, Auron went to Prowl and held the cloth near his olfactory sensors.

The ninja gagged and coughed several times as he came to. Auron continued to Bulkhead and repeated the process of bringing him back to consciousness and received the same negative response. Once both were awake, the older Seeker asked, "Are you both alright?"

Bulkhead shook his helm and rubbed the needle wound on his neck as it began to sting. "Considering the fact we got our skid-plates handed to us by Blitzwing, I'd say we're good."

Starscream cocked an optic ridge, "How the slag did Blitzwing manage to scrap you both?"

"Starscream," Auron looked at his apprentice sternly before continuing, "There will be time for explanations later. We need to get them proper medical care at their base first."

"Well then, I guess there's no reason for me to stick around."

Auron grabbed his upper arm and shook his head. "No, not yet. Our friends need our help Starscream. We must assist them."

Starscream yanked his arm out of his teacher's grip and snarled lowly, "They. Are. _Not. _My. Friends."

Auron glared back at his apprentice, "They are your allies. And they are the only ones you can trust. But if you are so bent on proving how cold and empty your spark is; go. There's nothing I can do for you. Just go."

Starscream looked at the other Seeker with shock.

He didn't just hear that.

Did Auron just say…?

"I can't help someone who can't help themselves. Stop wasting my time and go!"

At that, Starscream left. He flew as fast as he could; anger and confusion clear on his face and his spark hurting. When Auron could no longer see his apprentice, the stern look left and was replaced with sadness. He turned to the astounded Autobots and explained, "He still needs time to adjust."

Prowl then asked, "Is he…no longer your apprentice?"

"No, he's still my student. But I'm sure that's not what he thinks. Once he clears his processor, he'll be back. I'm sure. Now, let's get you all home."

XXX

Soon after returning to the Autobot base and receiving medical treatment, Prowl and Bulkhead told Ratchet, Optimus, and Auron about the weapon Blitzwing had used on them. Ratchet looked over the results of another diagnostics scan and stated, "What I really want to know is what they did after they knocked you out. My scans say you haven't been drugged and that nothing was injected into you."

"…So…perhaps they took an energon sample?" Prowl asked.

Auron stroked his chin and answered, "If that is the case, what do they want with that?" The old Seeker's optics lit up slightly when he felt a familiar aura. He turned and walked toward the door.

"Auron," Optimus began, confusion evident on his features. "Where are you going?"

"Outside. Starscream's come back."

Optimus felt his spark leap for some odd reason. Ratchet had filled him in on the little disagreement between the two Seekers. So he thought it best to let them talk it out alone.

Auron looked up into the sky and saw his student coming in for a landing. The younger of the two was soon standing before his teacher. His head was bowed and his scarlet optics avoided Auron's icy blue ones.

"I'm…" Starscream fought to get the words out his vocalizer. "I'm…I'm sorry master…I shouldn't have left…Or snapped at you."

"Look at me Starscream," Auron said soothingly.

The younger Seeker did as his teacher asked. Starscream was surprised to meet with understanding and caring optics instead of angry, scornful ones.

"Starscream, I wasn't upset because you argued with me. I was disappointed that you would abandon your allies when they needed you. I can understand that you don't like them. But your fate is still tied to theirs now."

"…I'm sorry…I'm not used to…"

"To what my student?"

"…..To fighting beside Autobots. I've hated their kind for so long…It just seems…so unnatural to have anything to do with them now."

"…Why do you hate Autobots so much Starscream?"

The Seeker felt his spark wrench and nearly snap as memories, despite how hard he tried to bury them, clawed their way to his processor. Memories of a large shuttle-mech with deep, caring azure optics. Memories of an adorable seekerling taking wing for the first time and laughing happily.

He felt tears line his optics as other, more unpleasant things surfaced in his mind. Images of his home destroyed flashed before his optics. He also remembered standing in a graveyard, sobbing over two headstones. And a Seeker…an evil, cruel Seeker that had stolen everything for him.

'_No!' _Starscream stopped the memory before it could fully process. He wiped the moisture from his optics angrily before it could start streaming down his face. All the while, he cursed himself for showing such weakness.

Auron looked upon his apprentice with deep concern, before Starscream answered his previous question. "Let's just say they could've done something to make my life turn out differently and they didn't."

Auron nodded once in understanding and stated, "Perhaps…one day you can tell me more. But for the time being, these aren't the Autobots who did you wrong, are they?"

"…No."

"Then why blame them for things they have not done? One of them has even saved your life."

"…I know…I would like to help. I found this on my way here." Starscream opened his servo and revealed a fragment of the All Spark in his palm.

Auron smiled a little. This proved Starscream wasn't as cold as he pretended to be. He was trying to make up for his mistake.

"I'm sure Optimus will appreciate that. He could use some good news right now."

"Why? What's wrong?"

"Apparently our Decepticon friends of been upgraded. How this is possible-"

"Lockdown." Starscream answered before the question left Auron's vocalizer. The younger Seeker walked toward the entrance as the elder one cocked an optic ridge. "Who?"

"Lockdown," Starscream explained as he entered the Autobot base. "He's a bounty hunter. However, he will sell a few mods if the price is right. I did a little business with him when I first arrived here. What did the mod do? I may be able to tell you which one the Decepticons have."

Before Auron could answer, Optimus entered the conversation. "According to Prowl and Bulkhead, Blitzwing was wearing the mod on his wrist. It shot some sort of blue lightning at them and knocked them into stasis."

Starscream groaned dismally. "A stasis-mod. Primus damn it I hate those things! Wonder how much Blitz had to pay for Lockdown to part with it."

"A stasis-mod?" Optimus inquired.

Starscream nodded, "But why didn't they kill your mechs when they had the chance? Primus knows that's what a Decepticon would do."

"According to Ratchet, they must have taken an energon sample from both Prowl and Bulkhead. We just don't know why."

"If I may ask," Auron began, "Why would they buy only one stasis-mod if they had the credits to get more?"

"Because Lockdown destroyed the rest," Starscream answered, "Megatron paid him a king's ransom several vorns ago to destroy a whole Autobot armory filled with them. Lockdown took one for himself."

"Okay, here's a dumb question," Ratchet stated, walking out of the med-bay. "Why not start making more of them? If the Decepticons were armed with those things, then Autobots would be history in a matter of months."

"My thoughts exactly," Starscream stated. "They must have something else in mind."

Optimus shook his head. "Whatever they're up to, destroying that mod in a top priority."

"But Optimus," Prowl walked from the med-bay, Bulkhead following close behind. "What about the energon samples they took from us?"

"We'll worry about that later. Right now we need to make sure the Decepticons can't make any more mods like that."

Starscream looked around, an optic ridge raised. "Hey, where's the yellow Autobot?"

Prowl looked toward the couch and only found Sari asleep. "That's a good question."

Auron gently nudged the girl awake with his knuckles. She stirred and groaned groggily. She finally sat up and rubbed the sleep from her eyes. "Hey guys, what's up?"

"Have you seen Bumblebee little one?" Auron asked.

Sari stretched and yawned before answering, "Yeah. He took off a couple minutes after you did. Said he was going to look in the forests around the city for Bulk and Prowl."

Prowl's optics widened behind his visor. "We have to find him. It's not safe for him to be out on his own."

"Why? Guys…what's going on?"

XXX

Optimus and the other ground-bound mechs searched the forests for their youngest member, while the Seekers flew overhead. Prowl was the only one on the team who could leap through the forest with ease. His spark pounded in his chest and his energon was rushing through his veins.

Bumblebee had better be alright.

If Blitzwing had so much as twisted a cable on his neck, Prowl swore to Primus he'd tear him apart. Although he still wasn't completely sure of his feelings for Bumblebee; he knew he cared deeply for the young mech. Bumblebee had somehow wriggled his way under Prowl's armor and found a place in his spark.

Prowl finally picked up on Bumblebee's energy signature. He increased his pace and ran in the direction he knew Bumblebee to be.

He found Blitzwing over the young bot's unconscious, battered form.

For a brief moment, Prowl lost it. He rammed into the triple-changer. Blitzwing yelped as he fell to the ground and was greatful that he had put the younger Autobot's energon sample in the safety of his subspace.

Prowl punched the larger mech in the face multiple times with strength not many knew he possessed. Blitzwing used his legs to fling the lithe form over his head then flipped onto his peds.

Prowl quickly recovered from being flung and sent out a distress signal as he poised himself for attack. Blitzwing paid him no mind. He knew better than to engage this Autobot because he was aware the other members of his team weren't far behind. As he fled into the forest, knowing the Autobots would give chase after him, he cursed himself for not activating his jammers.

Prowl forgot about the main objective of their mission. He had even seen the mod on Blitzwing's wrist. Instead of going after him, he went to Bumblebee and turned him onto his back.

The youngster had put up a fight. There were burns all over his armor as well as a few fragments of ice lodged in seems of his armor. The Cyberninja scoped the scout into his arms and cradled him close to his body.

"Optimus."

"**We picked up your distress signal and are on the way. What happened?" **

"Blitzwing got an energon sample from Bumblebee. He escaped and Bumblebee needs Ratchet now."

"**He'll be there as fast as he can. Which way did Blitzwing go?" **

"East."

"**Okay. Starscream, Auron, Bulkhead and I will go after him. I'm sending Ratchet your way." **

"Just tell him to hurry."

XXX

Several hours later…  
>Bumblebee on-lined in the safety of the Autobot base, pieces of his armor missing and his soft, vulnerable protoform skin exposed. Ratchet was either stitching up the protoform or putting some sort of pain reliever on it before wrapping them up.<p>

Even after Ratchet said he'd be alright, Prowl still sat beside Bumblebee's berth and helped him. Bumblebee didn't mind in the least. He liked the positive attention he rarely got form the Cyberninja.

The other four mechs returned several mega-cycles after Bumblebee woke up. Optimus and Bulkhead transformed outside the base and the Seekers landed beside them. As Bulkhead and the elder Seeker went inside, Starscream grabbed Optimus by the shoulder and said, "Prime, I need to speak with you."

The Autobot leader turned and looked up into the taller Cybertronian's optics. Before Starscream, he had never seen a Seeker. He had only heard stories about them. The ground-bound mech was amazed and fascinated by both Starscream and Auron's ability to fly. He wished he could.

"What do you need Starscream?"

"…I found an All Spark fragment." He reached into his subspace and pulled said fragment out and offered it to Optimus. The younger of the two carefully plucked the fragment from the palm of the Seeker's clawed servo. He examined it, fascinated by its glow.

"Thanks…I'll put this somewhere safe."

Starscream looked down at the Autobot and Optimus looked up at him. Starscream was surprised to discover that for a ground-pounder, Prime was fairly easy on the optics. His optics, which reminded the Seeker of the sky he enjoyed flying in, shined in the moonlight and brought out his features more. He was actually…beautiful. Little did he know, the Autobot was thinking the same thing about him.

Optimus had always heard that Vosian Seekers were the most attractive creatures to ever take to the skies. He decided that those rumors didn't do Starscream justice.

Both Seeker and Autobot got a grip on reality at the same moment. Starscream's optics shined and he took a step away from the Prime and Optimus fought to keep a blush from coming to his features. Starscream cleared his throat and looked anywhere but at Optimus.

"Well…uh…I guess Auron and I should be on our way."

Optimus glanced up and interjected, "You don't have to." He tried his best not to look into the Seeker's angular, scarlet optics.

"What do you mean?" Starscream asked, crossing his arms over his chest.

"It's late…You and Auron…could stay the night here."

"…Where would we be recharging?"

"We have spare rooms. This old factory had several empty spaces and Sari convinced us to make guest rooms…Never imagined we'd actually use them though."

Optimus was met with an amazing and rare sight. Starscream chuckled, but it lacked the bitterness and evil he was used to hearing, and the Seeker smiled. He didn't smirk and the smile lacked the sarcasm and evil that always seem to accompany it.

"I guess it wouldn't hurt to stay the night…And…I suppose we'll be staying until we destroy that stasis-mod…"

"Yeah…"

For a long moment, it was silent again. This time, it was Optimus who broke it. "I'll show you and Auron to your rooms. Then Ratchet and I will take this to the ship."

He looked down at the fragment then back at Starscream. The Seeker's optics showed concern while his face remained impassive. "Are you sure that's such a good idea?"

"I won't be going alone. Besides, I'd think Blitzwing would want to lay low for a bit. Wouldn't he?"

"…If he believed himself in danger, perhaps…Just be careful…Wouldn't want him to get that fragment."

Why did he care what happened to the Autobot? He barely knew him. And yet…even now…the Seeker's spark was pounding in his chest. He hadn't felt this way since the first time he met…

'_Curse my processor for always bringing up things I don't want to remember!' _

"I'm tired. Which way to a room?" Starscream wanted to be in recharge as soon as possible. The sooner he left the world of reality the better.

Optimus smiled a little and led Starscream inside. He didn't fully understand Starscream. But he was seeing a softer side to him.

And it was side, he found, he actually liked.

XXX

Blitzwing flew for several mega-cycles until he was sure the Autobots weren't following him. As the sun set over the horizon, he went to an old mine that was now the Decepticon hideout.

The Hothead persona found it degrading that warriors such as themselves were forced to hide in the dirt. However, the Icy persona saw the reasoning in it. For Megatron's latest plan, they needed a place the Autobots would never suspect the Decepticons to be. The tunnels went far and deep into the earth. And they had enough space to accommodate them and their equipment.

Blitzwing entered and easily found his way to where Megatron was sitting on his throne. The large mech was still badly damaged from his encounter with Optimus and Starscream, but with Blitzwing and Professor Sumdac, he'd be back on his peds in no time.

The human was currently in a small cage. He was only put there when there was no one to keep an optic on him while he repaired Megatron. However, sometimes, when the Decepticon leader was up to watching him, he'd be let out to continue his work on Megatron. But most times, Megatron felt too exhausted to do so.

Megatron on-lined his optics when he heard Blitzwing's familiar ped-steps. "Blitzwing," he began in a hoarse tone. "You have returned. Did you acquire anymore energon samples?"

Blitzwing took a capped syringe from his subspace, presenting it to his leader before answering in his icy persona, "Only one, I'm afraid. Ze Autobot called Prowl attacked me before I could retrieve more."

"It matters not. Just as long as you didn't return empty handed."

Blitzwing bowed his head before moving to a section of the room where he did most of his work. He labeled the energon sample "Bumblebee" before removing the needle and laying it beside two others in a protective case. They were labeled "Prowl" and "Bulkhead".

"Three down," Megatron stated. "Tell me Blitzwing, have you seen any sign of the traitor?"

"Yes my lord. As jou suspected, Starscream lives."

"Good. My plan won't progress any further without him."

Blitzwing shifted uncomfortably as he tried to find a way to ask Megatron a question that had plagued his processor for several days. "Lord Megatron," he began, "I've been vondering…"

"Yes Blitzwing? Go on."

"…Vhy are ve doing this? Vhy not use the stasis mod to destroy the Autobots?"

Megatron glared at his soldier. "Are you questioning my judgment Blitzwing?"

"No, no! Not at all my lord…But…vith them gone, they could no longer interfere vith our plans."

"Blitzwing, you are not seeing the bigger picture. I am leaving the Autobots alive only long enough to destroy them later. Would you rather I use _you_ to test my creation's abilities?"

"No my lord! I'm sorry! But…even if ve have the coding…ve need…ve vill still need the All Spark to give it life."

"The All Spark is still in existence Blitzwing. There are fragments of it everywhere on this pitiful world now. You just need to find one fragment and it will be enough. Now, go back out there and don't return until you have an All Spark fragment and the remaining energon samples."

"…Yes my lord." Without another word, Blitzwing left. Megatron might have been in a weakened state, but still, no one under his rank would dare to question him.

When the triple-changer had left, Megatron looked toward Lugnut, whom had been working around the base while Megatron and Blitzwing had their short conversation. "Is the incubation chamber ready, Lugnut?"

The large mech practically threw himself to the floor as he answered, "Yes mighty Megatron, it is."

"Good. Do you have the armor and weapons?"

"Yes my lord. All is prepared."

"Excellent." Megatron chuckled deep in his chest before off-lining his optics again and shutting down his systems in order to rest. He would need all his strength if he wanted to oversee his latest project.

XXX

It was strange underwater sometimes. The creatures underneath the water's surface were so different from the ones above on land. Not that Optimus ever got a good look at them. They always swam away whenever he or his teammates came close. And he always kept his focus on getting to Dinobot Island because of this.

The journey was much easier when the water was frozen, like it was now. But it was also very difficult not to slip and slide when in vehicle mode. However, eventually the ice gave way and they were driving under the water again. It didn't bother either Autobot much. They were used to these sort of things by now.

They reached their destination a mega-cycle after they went from ice to water. Now it was time for the more difficult task of getting to and on their ship.

Auron had suggested that the safest place to put the All Spark fragment was in its old casing. And the safest place for that was on the Autobots' ship which was still part of a mountain.

Optimus transformed once he and the medic were out the water and on land. "Are you sure it's a good idea to let Starscream stay at our base?" Ratchet asked for the hundredth time since Optimus told him the two Seekers would be spending the night at the base.

He sighed as he answered, "Yes Ratchet. Why are you so nervous about him?"

"Why aren't you? He did try to kill us and take the All Spark when we first met him after all. In fact, he very nearly killed you."

"But he saved our lives and helped us defeat Megatron."

"Out of necessity. You heard him yourself. He wasn't helping us, he was helping himself. For all we know, the second the opportunity arises, he could stab us in the back. Just like he did Megatron."

"…He gave his life to save mine before I dispersed the All Spark."

Ratchet froze. He hadn't heard the full story of Megatron's defeat before the All Spark came to be in its current state. "He what?"

Optimus turned to the medic and explained, "Megatron had the All Spark and was about to use it to destroy me. Starscream pushed me out of the way and took the full blast in the spark chamber. I used Sari's key to bring him back when his spark extinguished."

"…You didn't say anything about that."

"…Ratchet…do you know anything about Starscream before he became a Decepticon?"

"Sorry Prime. Medics weren't privy to that type of information. We only knew enough to defend ourselves against 'Cons if we ran into them. Why do you ask?"

"It's something Starscream said to me after I told him an Autobot wouldn't just let a person die."

"…What did he say?"

"He didn't believe me….He said, 'If only that were true'."

"Wonder what could happen to make him believe that."

Optimus shrugged before continuing on. In the day, Dinobot Island was beautiful…But at night, it just crept Optimus out, as the humans said. The sooner they put the fragment in its casing, the sooner they could go home. Ratchet walked closely beside the Prime, both keeping their senses open, in case Blitzwing showed his faces.

Neither noticed the pair of ruby red optics watching them from the shadows of the jungle and listening in on everything they said.

The Icy persona did a very rare thing as he heard Optimus and Ratchet's conversation. A smirk played onto his features.

They had no idea why Starscream hated the Autobots so much…They had no idea how Starscream got his position of second-in-command of the Decepticons.

He had to hold back a chuckle. He was here on business. And, according to his scans, the Prime had a fragment of the All Spark. Talk about killing two birds with one stone.

The triple-changer activated his jammers then, like a hawk with its claws outstretched, Blitzwing powered up the stasis-mod, swopped down, and attacked his prey.

XXX

Auron was awake just as the sun rose above the horizon. Before his optics on-lined, he could sense that something was wrong.

He sat up in his berth and pushed off the warm fabrics the Autobots referred to as "blankets". They had kept him very warm during the cold night and the "pillow" had greatly relaxed his neck joints. He couldn't remember waking up and feeling so refreshed. But that didn't distract him from the disturbance he still felt.

He put his armor on and left the guest room the Autobots had allowed him to recharge in. The room next to his was where Starscream was staying. From what he could sense, the younger Seeker was having an uneasy recharge cycle. Since the first day he met Starscream, whenever the younger was in recharge, his sleep was troubled.

That's all he could ever feel from him.

Auron stretched out his senses throughout the base. Everyone present was still in recharge. Bulkhead was in his room. Prowl was in the med-bay with Bumblebee. And Sari was sleeping in another guest room.

So where were Optimus and Ratchet?

Had they not returned from their little errand last night?

With that thought in mind, the Seeker walked into his apprentice's room. No need to worry the others just yet. He and Starscream would send for help in they needed it.

Auron saw that Starscream had his armor in a neat pile in a corner of the room close to the berth. He was recharging on his side, his wings folded behind his back slightly to allow this, and he was facing the door. And his optics were not completely off-lined. They were on-lined enough to light the under edge of his optics and gave the appearance of being awake.

It was a hangover of spending so many vorns aboard a ship with Cybertronians who would not hesitate to kill their comrades in their recharge if they thought they would get away with it. The younger Seeker was so untrusting. But Auron still had hope. He had a feeling that someone would break through Starscream's shell and pull him out of his self-made prison.

The older Seeker grabbed the younger's bare shoulder and gently shook him awake. "Starscream, wake up."

Starscream groaned groggily as his scarlet optics on-lined completely. He propped himself up on his elbow and looked up at his teacher. "Auron? What's going on?"

Auron took a step back to allow his apprentice room to get up and then turned his back to give him some privacy. "It's Ratchet and Optimus."

"What about them?"

Auron heard a loud click as Starscream's chest armor was fastened in place. "I fear they never returned last night."

Starscream froze, his servo hovering above his shoulder holding his shoulder plating. "Are you sure?"

"Yes. They are nowhere in the base or around the immediate area."

Starscream horridly put on the rest of his armor, then was striding toward the door. "We've got to find them."

Auron paused for a brief nano-klick before smiling and following his apprentice outside. It appeared the softer and kinder side of Starscream's spark was beginning to shine through the prison it was encased in.

XXX

The sun was still peaking over the horizon when Auron and Starscream made it to Dinobot Island. "We should split up," Auron suggested. "We'll be able to cover more ground and find them faster."

"Is that such a good idea while Blitzwing has that stasis-mod?"

"Trust me, my apprentice. We will both be fine."

Starscream's frown deepened before he transformed and stated, "Keep your optics open." The two Seekers flew in different directions to search for their lost comrades.

Auron reached out and searched for the two missing Autobots with his other senses as well as his optics and scanners. It didn't take him long to pick up an energy signature. Auron smiled, "Ratchet." He flew towards the energy signature and soon began his decent.

The medic, like his comrades, was knocked out and had a needle hole wound on his neck. The only difference was the old Cybertronian had put up even more of a fight then even Bumblebee had. His armor was scorched and iced and a few pieces were missing.

Auron quickly created his herbal wake-up call and lit it. Ratchet coughed several times and groaned in pain as he breathed in the smoke. He tried to get up, but Auron rested his clawed servo on his chest and said, "Lie still me friend. You are badly hurt. What happened to you? And where's Optimus?"

Ratchet shook his head and answered hoarsely, "Blitzwing ambushed us. We tried using our comm.s to call for help, but they weren't working…Blitzwing must've activated jammers. Prime and I fought him, trying not to get hit…I told Prime to get to the ship and call for help. He refused to leave without me. We found an opening in the 'Con's defenses. I used my magnets to try and get the stasis-mod. But Blitzwing pulled away before I could. The fragger started attacking from the sky…"

Ratchet coughed a few times before continuing, "I got banged up pretty bad…He finally hit me with the mod. I managed to tell Prime to run before I blacked out…and…"

Auron rummaged around in his subspace, looking for anything he could use to help ease the mech's pain. He found what he was looking for. He took a silver plant with several leaves attached to each other from his subspace. "Here, eat this. It will help with the pain."

Ratchet obeyed and bit into the fern. "Now, what else happened?"

"Before…I went into stasis, I think I saw Prime damage the mod…That's all I remember."

"Hang in there Ratchet…I'll get Starscream. We'll find Optimus and return you both home."

Ratchet nodded, his optics were becoming heavy. Being a medic, he knew he hadn't suffered any life threatening injuries; but his repair systems were taking a lot out of him trying to fix everything.

Auron tried to comm. his apprentice, but couldn't get through to him. There was nothing but static…Something was jamming his signal. That didn't make any sense. Why would there be jammers activated?

...Unless Blitzwing was still present.

But if that were the case, why was he still here? He got Ratchet's genetic code and most likely had Optimus'. That would complete his collection of the Earth Autobot codes. Unless…

It suddenly clicked in Auron's mind. "Primus, I'm such a fool!"

"What?" Ratchet asked tiredly. "Blitzwing…He used you and Optimus to lure Starscream here."

"Why?"

"After he has yours and Optimus' coding, he has everyone on your team. He wants Starscream's coding as well."

"But what do the 'Cons want with our CNA?"

"I don't know…The mod no longer matters. We have to keep Blitzwing from getting an energon sample from Starscream."

"Go on. I'll shut down here…I'll be fine."

"…I'll return…I promise."

XXX

Meanwhile…  
>Starscream landed several klicks after he and Auron split up. The reason being that the light of the rising sun made something shine and it caught Starscream's attention.<p>

The object in question had been Prime's battle ax. He picked it up and stared at it for a nano-klick before looking around. If Prime had been through here, the jungle brush would show some sign of being disturbed.

He found what he was looking for; several snapped twigs and partially crushed bushes in one direction. Starscream ran that way after putting the ax in his subspace.

The next thing he found was disturbing, but no doubt belonged to Prime. One of his antennas. He picked it up. The appendage was covered with energon blood where it had been snapped off.

Judging by how clean the break was, Prime hadn't been fighting when he lost this. Starscream growled. It didn't take much processor power to figure out what had happened.

Blitzwing had ambushed the Prime and his medic and was now leaving a trail to be followed. Not that the Seeker needed to follow it. He already knew exactly where the triple-changer was leading him.

He took to the skies and flew toward the Autobots' crashed ship.

XXX

Blitzwing smirked as he heard the roar of a harrier jet's engine.

It appeared he had been right about Starscream. He was becoming attached to these Autobots and he was reverting back to who he had once been before becoming a Decepticon.

"Blitzwing!" the Seeker roared as he landed in front of the triple changer. Blitzwing flinched as he caught sight of the look in Starscream's optics. There was a gleam in them he hadn't seen since the death of Megatron's first second-in-command. But he had nothing to worry about so long as he had the stasis-mod.

"I thought you'd come Starscream," he said casually, as if he was talking to an old friend.

Starscream's glare hardened and he all but snarled, "Where is Prime?"

Blitzwing pointed up. They both were standing under the Autobot ship. And attached to its hull, tied up with his own grapples, was a badly beaten Prime. The Autobot groaned in pain as he slowly began to come to.

Starscream snarled at the triple changer. "You would further injure an opponent even after he's down?"

"That's vhat ve Decepticons do Starscream. Or have you forgotten that? Have you forgotten the meaning of that symbol branded on your vings?"

The Seeker glanced at the purple emblem. "I haven't forgotten."

"Then vhy?" Blitzwing had to know. He had to know what was going through the Seeker's mind. He had to know why the jet-former had sided himself with their enemies. "Did you forget vhy ve fight the Autobots? Vhy _you _fight them? vhat they _failed _to do for your family?"

Starscream looked down at the ground and fought back the tears that threatened to leave him. "…I will never forget."

"Then tell me vhy Starscream. Vhy are you fighting with them?"

"…I don't know that myself."

Blitzwing looked at Starscream with confusion as the jet smirked. "Something tells me they can help me understand…"

"Understand vhat?" Starscream chuckled, "I don't know that either. But…they are my allies." Starscream looked up and glared at his ex-comrade. "And as long as I fight with them, I will help them and protect them."

Blitzwing shook his head. "You're still a Decepticon at spark. Vhy else vould you still vhere our mark?"

Starscream shrugged, "The mark stays for as long as I still need it. Now…" Starscream stood in an attack stance and stated, "Release Prime and surrender; and this progresses no further."

Blitzwing laughed as he stood ready. "Starscream, you know me better than that."

Starscream dug his heel into the ground. Both stood perfectly still, waiting for the other to strike. While Blitzwing searched for weaknesses, Starscream took in his environment and assets.

The stasis-mod on Blitzwing's wrist appeared to be damaged. There was a long slash that indicated Prime had hit it with his ax before being brought down. It wasn't enough to destroy it, obviously. But perhaps it was enough to weaken it.

Blitzwing attacked, bringing down his cannons suddenly and firing twin beams of ice. The frozen torrents nearly hit Starscream, but he leapt into the air and avoided the attack. He activated his thrusters and remained airborne.

Blitzwing continued firing up at Starscream and the Seeker gracefully dodged the ice beams. Starscream gunned his thrusters and flew towards the triple-changer. He remembered the job that needed to be accomplished; getting the stasis-mod and destroying it.

Blitzwing felt his spark stop as the jet-former came toward him. He remembered how the Seeker had nearly bested Megatron and knew for a fact that if Starscream got within his reach like he did with Megatron, he'd be beaten.

Blitzwing fired two ice beams at Starscream and almost at the same moment, fired the stasis-mod in the direction he knew the jet would turn to avoid the ice.

Starscream saw the blue lightning and instead of barrel rolling to the side, he pulled upward, avoiding both strikes. But Blitzwing thought ahead.

Before Starscream knew what had happened, his systems all shut down and he fell to the ground. He felt pain in his back and wings when he hit the hard earth and his processor stalled for a moment.

'_Damn it!' _

Just as he was pulling up, Blitzwing fired the mod again and got a hit. But the Seeker was right when he thought the damage Prime had caused weakened the weapon. He wasn't in stasis-lock. But he couldn't move any part of his body. He couldn't even twitch his little finger.

Blitzwing chuckled as he walked to the paralyzed Seeker. He kneeled down and stated, "I've studied your flight patterns enough to figure out vhat you vould do. Now…" The triple-changer reached into his subspace and pulled an energon dagger out and continued, "Tell me if this hurts."

Without warning, Blitzwing plunged the dagger into Starscream's unprotected side. Despite being paralyzed, his vocalizer found enough power to produce an audio splitting shriek. Blitzwing smirked, "I take that as a yes."

The triple-changer yanked the blade out and energon blood poured from the Seeker's new wound. Blitzwing took a syringe from his subspace and talked to Starscream as he looked it over. "I suppose you've figured out the reason as to vhy you haven't completely shut down. Your Autobot friend damaged the mod. But not to vorry. I can easily repair the damage."

Blitzwing practically shoved the needle of the syringe into Starscream's newest wound, drawing a hiss from the Seeker. Blitzwing shook his helm as he filled the syringe with Starscream's blood. "And don't even try calling for help. I activated jammers. No com. frequencies can be received or sent."

The triple changer capped the syringe before putting it in his subspace. "You vere a great Decepticon Starscream. Vhich is vhy I don't understand how you could betray us."

Starscream only glared coldly.

"Starscream!" Blitzwing glanced up as he caught sight of another Seeker.

'_Auron no! Run! Get out of here!' _Starscream shouted in his mind and tried to vocalize it, but couldn't. Auron landed several feet away from Blitzwing. His face was the mask of total calm, but a storm raged within his optics.

He flexed his wrists, getting his wrist blades to snap out and pointed one toward Blitzwing. "Step away from my apprentice and surrender the stasis-mod and genetic codes."

Blitzwing's face changed to Random and an evil cackle emerged from his vocalizer. "Not going to happen old Seeker."

Starscream struggled to get some control of his limbs. Auron didn't know how much more dangerous and blood thirsty Blitzwing was in Random-mode. The word animal always came to Starscream's mind.

Blitzwing lunged, not even bothering to fire his canons at the elder Seeker. Auron flipped above his head and landed behind him then quickly turned and slashed at the triple-changer.

Blitzwing yelped and did a back flip and aimed a high kick at Auron. The Seeker dodged and slashed at his leg at the knee. Blitzwing almost fell, but found his balance before doing so.

The Random face hissed angrily at the Seeker and fought hard to keep his Hothead persona down. He lunged once again and swung his arm to hit Auron with the brunt of it. Auron did a side flip then pounced at the triple changer, who ducked and turned to face his opponent.

Auron recovered from his miss quickly and remained crouched on the ground and displayed his blades at Blitzwing. The Random persona snarled and lunged forward again. Auron did a back flip, landing gracefully on his peds; from there it was hand to hand.

Blitzwing threw quick jabs and powerful punches as well as high and low kicks. Auron merely dodged and side-stepped the assault and smiled. "Just keep getting angrier and angrier. That's how all you Decepticons fight. You let rage fuel all your actions."

The enraged face let loose a roar of anger and frustration before firing a more deadly fire attack at his foe. Auron took to the air, avoiding the burning torrents of fire and continued speaking. "And for a time, that seems to work."

Auron barrel rolled out of the way of another fire beam then took a small ball from his subspace. He threw it at Blitzwing. The tiny ball exploded before the Hothead persona's optics and encased him in smoke. He couldn't see anything but he heard Auron finish, "Until you lose sight of everything else."

Blitzwing howled in pain as Auron's blades pierced him from behind. The Seeker had found a gap in his armor and had gone for it the moment he had the chance. He fell to the ground when Auron yanked his blades from his back.

The Seeker left the cloud of smoke; the mod could wait until he had attended to his apprentice. He flexed his wrists and the blades returned to their sheaths. He smiled down at Starscream as he walked towards him and stated, "Decepticons; they never expect the unexpected do they?"

He saw the relief in the younger's optics and couldn't help but smile wider. This only proved that Starscream cared a lot more than he let on.

A sudden pain caused the smile to fade, a howl of agony and surprise escaped his vocalizer. Blue lightning surrounded his being the last thing he saw was the look of panic and fear in Starscream's optics before he fell to the ground unconscious.

Blitzwing, icy persona in place, emerged from the smoke cloud. "Neutrals and Autobots never learn. Only turn your back on a corpse." He knelt down and pulled his energon dagger from the old Seeker's back then wiped the blood onto the jet's shoulder plating.

Starscream felt something inside himself. It was as if a match had been lit in his tanks and was now burning him alive. It boiled the energon in his lines and caused his spark pulse to speed up. Adrenaline rushed through his veins, giving him incredible strength and all he could see was Blitzwing lying a pool of his own blood. The flame grew and grew, seeming to burn everything it could reach. And then, something finally snapped.

Starscream released a shriek of rage that echoed all over Dinobot Island and caused many birds to scatter from their homes. Before Blitzwing knew what had happened, Starscream leaped at him and pinned to the ground.

Blitzwing looked at Starscream, knowing exactly what had happened.

Somehow, he had caused Starscream to go into a state known as Seeker rage. It was very rare for Seeker to enter this state and it was usually only triggered by unimaginable anger and rage or, for Seekers who actually learned to control this state, if a loved one who was in grave danger and there was no other way to protect them. During this state, a Seeker had increased speed and strength and was nearly impossible to defeat.

Blitzwing, before Starscream could firmly pin him to the ground, summoned all his strength and flipped backwards. This caused the Seeker to tumble over and off him, and gave the triple changer time to get some distance.

He flew into the sky while Starscream found his footing again. Then he looked up at Blitzwing, his fanged dentals bared and claws ready to slice the Decepticon to ribbons. The Seeker snarled before igniting his thrusters and flying toward the source of his rage.

Blitzwing fired the stasis-mod multiple times at the Seeker. He was terrified. The first and only time he had seen Starscream in Seeker rage, he had killed a Decepticon. A Decepticon that had better weapons, armor, and skill than Starscream had had at the time.

The blue lightning the mod fired hit Starscream several times, but only seemed to be making him angrier. He rammed into Blitzwing, sending him tumbling backwards in the air. Then he grabbed the triple-changer by his cannons and yanked, _hard. _

Blitzwing screamed in fear as his weapons were ripped from his back, exposing his bare protoform. Starscream's claws sank into the now exposed area, causing Blitzwing to shriek in intense pain.

"How dare you!" Starscream exclaimed, continuing to slash at the mech trying desperately to escape. "How dare you hurt my friends!"

Blitzwing tried to fire the stasis-mod again when he finally managed to get out of Starscream's grasp. But the Seeker used his increased speed to capture Blitzwing once again and punched him in the face. The force of the blow split the Icy persona's lip and cracked his left optic.

Starscream grabbed him by his extended arm then did a forward flip, forcing the triple changer to turn with him, before releasing his arm and kicking him on top of his helm. The attack was so powerful, Blitzwing's processor stalled for a klick. This caused his flight systems to off-line and he fell to the ground.

The Earth shook as the large Decepticon hit and the impact of his landing was enough to bring him out of his stupor. Blitzwing groaned, trying to regain some of his bearings. He was about to get up, until a clawed hand grabbed his arm and another yanked the stasis-mod from his wrist.

"Let's see how bad you are without your toy!"

Blitzwing looked up to see Starscream crush the mod with his enhanced strength. He dropped it to the ground then stomped on it, insuring that I could never be used again. He moved his ped from side to side, further crushing the delicate materials.

"I might not have my mod," Blitzwing began fearfully as he attempted to push himself away from the enraged Seeker. "But I know something about Seeker rage."

"Oh?" Starscream snarled as he pulled Prime's ax from his subspace, fully intending to cut Blitzwing down to size. "And what would that be?"

"Seeker rage only lasts a few klicks after it's triggered. And when Seeker rage ends, the Seeker is forced into stasis to recover from the stress their body underwent. And your time's up Starscream."

At Blitzwing's words, the rush of adrenaline stopped flowing through Starscream's veins. And the flame in his tanks was extinguished. Starscream groaned once before toppling over on his back and unwillingly went into stasis.

Blitzwing waited a nano-klick, then got up and glared down at the Seeker. His Icy persona was exchanged for the Hothead one. He bent down and picked up the ax Starscream had planned to use on him.

It was a good thing Megatron didn't give specifics about not killing the Decepticon traitor.

He raised the ax, ready to bring it down on Starscream's spark chamber. But before he could deal the final blow, he heard a noise that indicated a grappler being fired. Said grapple, wrapped around his raised arm. The owner of the grapple pulled causing Blitzwing to fall back down and the ax to fall from his grasp.

He looked to see Optimus picking up his ax. Blitzwing snarled and easily snapped the grapple line and stood up.

"Leave him alone," the Prime ordered.

Blitzwing's faces once again changed to Random. "Fine. I'll play with you instead!" The Decepticon ran toward the weakened Autobot, he'd take care of him, then finish off Starscream.

Optimus elongated the handle of ax and stood at the ready. He didn't move as the Decepticon came steadily nearer, he only waited and watched. When Blitzwing was close enough, Optimus aimed for along gash on his side and swung.

He hit home and an enraged and anguished howl escaped Blitzwing's vocalizer as the blade of the ax sank deeper into the wound. Optimus leaped up and planted a ped on Blitzwing's chest, then pulled back with all his strength. He did a back flip as his ax left the wound and made it larger and landed firmly on his peds.

Blitzwing fell to his knees, holding his wounded side. His icy persona replaced the Random one before he added pressure to the wound in an attempt to slow the bleeding. He picked up another Autobot frequency coming in his and Prime's direction.

He glanced up and saw the medic. He ran with a limp and when he saw the Decepticon, he activated both his magnets and pointed them at Blitzwing. The triple changer then felt a blade on his shoulder. He looked and saw Auron glaring down at him.

"Surrender," Optimus began breathlessly, still feeling a bit weakened. "You're outnumbered."

Blitzwing glared at the Prime before stating coolly, "You don't know Decepticons very vell, do you?"

Before his enemies could figure out what he meant, Blitzwing activated his flight systems and gunned his engine. He rammed into Prime, causing him to fall on his back.

Auron was about to give chase, when Optimus stopped him. "No Auron. Forget about him."

Ratchet and the Seeker helped the Prime stand back up. Auron looked at Ratchet seriously before stating, "I thought you said you were shutting down."

Ratchet chuckled. "I did. Then I heard your apprentice…Is he alright?"

Auron went his apprentice's side, then knelt down beside his prone from and answered, "He will be. Seeker rage is very draining. And the fact he triggered it while wounded didn't help either."

Optimus knelt on Starscream's other side and gently touched his arm. "We need to get him back to base. He needs medical attention."

"Not to point out the obvious Prime," Ratchet began, "But we all need medical attention."

Auron smiled a little, then looked toward the sky and frowned. He had a bad feeling in the pit of his tanks.

XXX

Megatron flexed his fingers, pleased that there was no pain in doing so as there had been for the past few weeks.

"Very good Professor," he commented, "You've reminded me of how useful you were to me."

Professor Sumdac said nothing and proceeded with his work on Megatron. He still had much to do. It was very quiet, other than the sounds of Lugnut's thunderous ped-steps as he moved around and worked on a certain device in another room.

The object he was working on was a large cylinder known as an incubation chamber. It was large enough to hold someone of the giant mech's size, but it was not meant to hold a prisoner. Oh no. It would serve an entirely different purpose. Several tubes, cables, and electronical gear was attached to and was inside the incubation chamber.

This tank would soon house Megatron's latest project.

The quiet was soon replaced by ragged breathing and loud, clumsy ped-steps. Megatron and Lugnut and the human looked up and watched a badly beaten Blitzwing stumble in and collapse on the ground.

Lugnut fought the impulse to run and help his partner. He knew it would greatly offend Megatron. The tyrant looked down and growled at the human, getting him to continue his work. Then his gaze returned to his subordinate.

"Blitzwing," Megatron began, "What happened to you?"

Blitzwing slowly raised himself, only to fall back down. He was losing energon at an alarming rate and would soon be forced into stasis if the flow didn't stop soon.

"S…Starscream…" he managed to gasp in Icy mode. "I somehow…managed to trigger his-" The triple changer entered a coughing fit. When energon blood started to come from his mouth with every cough, Lugnut took a step forward to assist. A glare from Megatron prevented him from doing anything more.

The coughing soon stopped and Blitzwing continued to tell what happened. "I got the genetic codes from the medic and Prime…I heard them (cough) speaking about…Starscream. I thought…I could lure him there using them. I vas right…but before I subdued Prime, he managed to damage…the stasis-mod. When Starscream…came it only paralyzed him instead of…putting him in stasis."

Blitzwing coughed several times again, then panted. Megatron's glare hardened. "Go on Blitzwing."

The triple changer swallowed and continued, "I got Starscream's genetic code when…the new Seeker that attacked Lugnut…the one they call Auron…attacked me…When I defeated him…Starscream went into…Seeker rage."

Megatron cocked an optic ridge. "Seeker rage? I haven't seen Starscream enter that state since he deactivated Wind Killer."

"It was…as powerful…as before…He did this to me…Before he could finish me…Seeker rage wore off…Then Prime attacked me…" No need to tell Megatron he had attempted to kill the Decepticon traitor. "Then the medic came…and the Seeker on-lined…I had no choice…but to flee."

"…Did you retrieve an All Spark fragment?"

Blitzwing coughed before reaching into his subspace and pulling out the fragment hidden there. "Prime…had it on…his person."

"Then today wasn't a total loss. Lugnut." The gigantic mech looked at his leader, prepared to follow any order given to him. "Help him."

Lugnut obyed and went to his partner's side. He helped the triple changer stand and slung his arm over his shoulder. Blitzwing limped as Lugnut led him to his workstation, knowing he wanted to go there first. He stat the fragment down and took the last three samples he had retrieved from his subspace.

He labeled them, "Prime", "Ratchet", and "Starscream". Unlike the other syringes with the Autobots' genetics that were filled only a fourth of the way, the syringe with Starscream's blood was completely filled.

He put the samples in their casing with the others. Then he limped to the back where Lugnut could attend to him.

Megatron felt a smile come to his lips. Yes, they had lost the stasis-mod. But it wasn't what mattered. What mattered was the genetic codes of his enemies and the fragment Blitzwing had retrieved.

As long as he had those, he would see this as a victory.

XXX

Several days later…  
>Starscream groaned as he on-lined.<p>

The first thing he noticed was that he had a killer processor-ache and his side felt like a red hot brand was being pressed into it.

He on-lined his optics and soon found that was a bad idea. The bright lights above him not only momentarily blinded and stunned him, but also worsened his processor ache. He hissed and quickly off-lined his optics.

"Ahh, so you've chosen to return to the land of the living?" a familiar voice asked jokingly.

"Auron?" Starscream inquired, his voice was nothing more than a static filled whisper.

There was a light chuckle. "Yes. So, how do you feel Starscream?"

The younger Seeker answered as he on-lined his optics more slowly. "Like slag." When his optics on-lined, he found that Auron had turned down the light's setting.

"Ratchet," Auron called, "He's on-line."

"About time."

Starscream propped himself up on his elbows, then attempted to get up. The burning in his side increased, causing him to hiss painfully.

"Whoa there Flyboy," Ratchet began as Auron placed his servo on his apprentice's bare shoulder. "You need to take things slow."

Both older Cybertronians helped the younger sit up. For once, Starscream was too drained to deny their help. He looked from Auron to Ratchet; both had patches on their face where a few minor bruises and cuts were from their fight with Blitzwing.

Speaking of whom.

"I take it Blitzwing got away?"

"Not before trying to kill you," Auron answered as Ratchet began looking him over. "If it weren't for Optimus, you probably wouldn't be here right now."

"Prime?" Starscream took everything in as he talked to the medic and his teacher.

His chest and shoulder armor were gone along with his cockpit and null-rays. And his torso was wrapped with bandages that were stained pinkish-purple with his energon blood. The area with a big blood stain was where the burning pain was originating from.

He was back at the Autobot base most likely. Since, even if Auron managed to get him back to the remains of the Nemesis, he wouldn't have what he needed to heal his apprentice.

Auron spoke again, "Optimus escaped his bonds while you were battling Blitzwing. When you went into stasis, he stopped Blitzwing from killing you."

"…How long have I been out?"

Ratchet answered this time, "Nearly a week. That must've been some power trip you were on."

"…Seeker rage…always comes at a price."

Ratchet grunted then stated, "You check out alright. Now let's see how that cut on your side's doing."

"Cut" was putting it nicely. It was too deep to be a simple cut. Starscream lifted his arms a bit when the medic started unraveling the bandages around his torso.

"Where's my armor? And my null-rays?" Starscream didn't like being in his bare protoform. It made him feel exposed…and being without his weapons made him feel vulnerable.

"I put them in the room you stayed in," Auron answered, "I'll give them back to you when you have healed a bit more. Then we can be on our way when you're strong enough."

Ratchet threw away the old bandages and examined the gash. "It's healing up nicely. You got top of the line repair systems," he commented. He put a gel over the wound that made it burn more. But the pain slowly receded and was replaced with a cool, tingling feeling. The medic got fresh bandages and proceeded to rewrap Starscream's torso.

"Is there anything you need Starscream?" Auron asked.

The Seeker stared down blankly at his lap. The warm fabric that still covered his legs and waist seemed a whole lot more interesting than it should have.

Auron was about to leave with Ratchet, taking his students long silence as a no.

"Where is Prime?" Starscream suddenly asked, getting his teacher to pause.

"In the living area," he answered. A lump formed in Starscream's throat. He swallowed hard before saying, "May I see him? I'd like to speak with him."

Auron smiled a little and answered, "Of course Starscream."

XXX

Optimus, once Auron told him that Starscream had requested his presence, walked the short distance to the med-bay. He wondered what Starscream wanted.

The right side of the Prime's helm was bandaged. Mainly around his recently reattached antenna. He had patches in places where he had a few cuts and bruises and the larger wounds had been wrapped and were well hidden under his armor.

The Autobot stepped into the med-bay and saw Starscream staring at him. Scarlet and sky blue optics met and a silent understanding was made.

"Twice," Starscream stated calmly.

Optimus quirked an optic ridge. "I'm sorry?"

"Two times. That incident with Blitzwing was the second time you save my life."

Optimus chuckled nervously. "You needed help…"

It was silent for a long moment. Neither knew what to say to the other. Starscream was fighting within his mind about what to do now. All the while, Optimus was trying not to stare dumbly at the Seeker's well muscled protoform.

The Autobot was the one to break the silence. "You did a good job destroying the stasis-mod."

"…Amazing what can be accomplished during Seeker rage."

"…"

"…"

"…You were really scary." Optimus had no idea how to describe the Seeker during that moment of time. The only word he could find to describe Starscream and his actions was scary.

"…Seeker rage isn't meant for nice things."

"…"

"…Thank you…for saving my life."

Optimus looked at Starscream stunned. The Seeker cringed. The words he allowed to escape his vocalizer left a strange twinge on his glossa. It wasn't unpleasant, just…unfamiliar.

"You're…You're welcome Starscream."

"…Do we have any idea what Blitzwing wanted with our CAN?"

Optimus sighed and crossed his arms over his chest. "None whatsoever. And worse yet, he stole the fragment you gave me."

Starscream took in what the Prime had told him. After another long, uncomfortable silence, he finally stated, "So we've gained a victory…and suffered a defeat…Ahh!"

Starscream grasped his side as the burning pain suddenly returned with a vengeance. He nearly fell off the berth but found that Optimus had rushed over and caught him before he could topple over. He then helped him lay back down.

"You really should rest," Optimus encouraged, "You can worry about the Decepticons when you have your strength back."

Starscream chuckled tiredly. "Strangely enough, I agree with you…Optimus."

Once again, the Seeker surprised the Autobot. "Wow, you must really be out of it," he stated as Starscream's helm rested on the pillow on the berth.

The Seeker sighed as his optics off-lined, "Maybe so…maybe so."

Before either knew it, the Seeker was back in recharge.

And Optimus didn't know why, but he couldn't stop smiling.

* * *

><p>Sorry it took so long to get this updated. It might be a while before I post the next chapter because of how I want this story to go. Any way, I hope you enjoy this very long chapter. Any one want to take a guess as to what Megatron's planning to do with Starscream's and the Autobots' CNA and the All Spark fragment?<p> 


	3. Chapter 3

**A Change of Spark  
>Chapter 3: Starex Part 1<strong>

**Decepticon Base—**

It'd been a few weeks since Blitzwing collected the Autobots' and Starscream's genetic coding. Shortly after returning to the Decepticon base, nearly beaten to death, Blitzwing had been repaired and had begun work on Megatron's latest project.

The incubation chamber, once empty and seeming nothing more than a decorative piece, was now filled with a fluid that nourished its inhabitant.

It took a great deal of time and effort on his part, but Blitzwing found a way to combine Starscream's genetics with a protoform. The AllSpark fragment had to be inserted into the new life-form immediately after the process was completed; otherwise, the new being would've perished in an instant. The protoform absorbed the life giving shard and it now rested within his chest.

The liquid inside the tank not only nourished the growing Cybertronian inside, but also accelerated its growth. As it continued to develop, Blitzwing began combining the Autobots' genetic coding with it. Shortly after the project first started, Megatron was fully restored; and he was pleased with how well Blitzwing was carrying on with his project.

A few days after absorbing the shard, the protoform began taking on the features of its major CNA donor. Wings grew from its back; its finger tips sharpened into claws; and the peds formed thruster heels.

Late one afternoon, as Megatron walked in, he smiled at seeing the being within the incubation chamber. He was staring at a nearly perfect clone of Starscream. Wires were connected to the artificial Cybertronian's chest and the wires were attached to a machine that monitored his spark pulses.

Something Megatron found very interesting about the clone was that it didn't have a spark. Inside its chamber was not an orb of light and life, but the tiny AllSpark fragment.

The clone's helm was open, revealing his processor; and attached to it were several more wires. These were feeding the clone information and programming him the way Megatron wanted him to be. Physically, the only difference between this Seeker and Starscream was the clone's protoform. Instead of grey, it was jet black.

Blitzwing explained this was most likely due to the Autobots' coding.

Megatron had many reasons for creating this being. However, the main one would have to be Starscream. Though he hated the Seeker with a fiery passion, he couldn't deny the mech as the best flyer Cybertron had ever produced. No Seeker in Megatron's vast army held a kindle to Starscream's skill in the air.

Megatron would even admit (though never aloud) that if it depended on flight alone, Starscream would always defeat him. He was quick, agile, and he was cunning. More than once, it was the Seeker's quick thinking processor that secured victory for the Decepticons.

He was the only one that could function as Megatron's second-in-command.

However, Megatron also created the clone as a way to defeat the Autobots here.

The Decepticon Lord thought the little group of misfits had some interesting abilities that could serve a Decepticon well. If they were all combined into one Decepticon, along with Starscream's flying prowess and cunning, it would create a great warrior.

However, the tyrant was taking precautions. He wanted to be prepared, just in case the clone took after its "father". One of those said precautions was being put in place now. The clone jerked slightly as a robotic arm inserted a chip deep within his processor.

The chip would activate when the Seeker came one on-line and would start a program that would render the clone unable to kill or even cause direct harm to Megatron. The tyrant's gaze shifted to Blitzwing as the triple-changer began working at one of the many monitors attached to the incubation chamber.

"Blitzwing," Megatron stood beside his subordinate, his gaze locked on his latest creation. "How's our clone doing?"

Blitzwing didn't take his optics off his work as he answered, "He's growing stronger every day. Von't be long before he can survive outside ze chamber."

"How long?"

"I'm…not sure my Lord."

Megatron cocked an optic ridge. "You're not sure?"

"Megatron…I don't know how long he'll live once he's out ze chamber, und that in turn makes me unable to determine vhen it can be released."

"What makes you think the clone won't survive?"

"All this abilities jou've forced into him; they veren't meant to co-exist in the same body. The clone could destroy himself for all I know."

"Don't worry so much, Blitzwing; the fragment has enough power to insure that his multiple abilities won't destroy him. Now, when can he come out?"

Blitzwing sighed quietly to himself and thought everything over for a few moments before answering, "If all goes vell, by ze end of tomorrow."

"Good."

Megatron turned to leave; he wanted air and he needed to make sure all the preparations for the clone were ready. He stopped just before the exit and, without turning, stated, "Oh, and Blitzing?"

The triple-changer paused and looked at his leader. "Yes my Lord?"

"Begin heating the brands. I want the Decepticon mark on him before he leaves the chamber."

"As you command, Lord Megatron."

The warlord left without another word.

**XXX**

**Autobot Base—**

Optimus, after another empty search, sighed in defeat. No matter how hard he tried, he couldn't dig up any information about Starscream before he joined the Decepticons. In all honesty, it seemed he never existed before the war and just appeared out of thin air.

Which caused the Prime's curiosity to why the Seeker hated Autobots so much to grow.

He didn't tell Starscream this, but he'd on-lined before the Seeker and Blitzwing engaged in battle. He'd heard everything the two said to one another. What stood out the most in Optimus' processor however was Blitzwing's questions behind Starscream's decisions.

"_Did jou forget vhy ve fight ze Autobots? Vhy _you _fight them? Vhat they _failed _to do for his family?"_

Something that furthered Optimus' wonderings was something Bumblebee had revealed to him a week prior. Before Starscream came to the Autobots' rescue, just as Megatron was about to turn Optimus into scrap, Starscream had called Bumblebee by a different name.

"Cloud."

Optimus had searched the name, but still came up with nothing.

Releasing another defeated sigh, Optimus left the control room. _'I give up,'_ he thought to himself. _'I won't be finding anything in our databases, so I may as well stop trying to get it to give me information it doesn't have.'_

Besides, at the rate the Seeker was going he might decide to tell him on his own. Optimus smiled a bit as the thought about the changes that had taken place since their last battle with Blitzwing.

Not all the changes were good, like what was going on with Sari. When she wasn't running Sumdac Industries, she was searching for her father and was suffering a lot of grief because of it.

Auron was hanging around the Autobot base more often, and even Starscream came by for a visit every now and again. Stranger still, the former Air Commander had, apparently, developed a friendly relationship with Bumblebee and Sari. He was even a little nicer to Optimus.

However, he was still mistrusting of everyone else. They all liked the improvement in Starscream's behavior nonetheless. While he still addressed Optimus as "Prime" and the other members of the team, other than Bumblebee, as "Autobot", he wasn't as insulting as he'd been.

Sparkling steps were better than no steps at all in, in any case.

Speaking of the spirited Seeker, he was at the Autobot base at that very moment in the living area. Starscream was standing with his arms crossed, a slight smile on his face as he watched Sari and Bumblebee play video games.

Optimus smiled; he liked seeing the flyer so relaxed and at ease. It was almost as if there wasn't a war going on when he was in this kind of mood.

He stood by the Seeker and asked, "So who's winning?"

Optimus could see that the youngsters were too wrapped up in their activity to hear what he was saying. Starscream chuckled and answered, "I'm not entirely sure, Prime. I don't understand the logics of their…"game"."

Optimus stifled a laugh. Starscream could be so naïve when it came to humans and their customs. However, it was endearing to know that he and his team weren't the only Earth ignorant Cybertronians.

"Whoever has the most points wins, Starscream," Optimus explained, recognizing the game.

"Ah," the Seeker began, understanding reaching him. "Like Seeker Ball."

Optimus nodded. "Exactly."

Silence settled between them as they watched the youngsters play. After a few moments, Optimus attempted conversation again. "So…you like Seeker Ball?"

Starscream chuckled amusedly and looked down at Optimus. "Like it? I used to play it."

The smaller mech's sky blue optics met with Starscream's bright scarlet ones as he moved to stare at him. Starscream's smirk widened slightly at the interested gleam in the Prime's optics. Optimus didn't tear his gaze from the deep scarlet orbs despite the slight leap he felt in his spark when the Seeker smirked at him. "You used to play Seeker Ball?" he asked, trying to ignore the strange sensations in his spark chamber.

"Yes, I played while I went to the Flyer Academy. I was pretty good at it too. I actually entertained the idea of playing professionally for a while."

"…But?"

Starscream sighed and rolled his optics as he recalled. "My creators had a different plan for me. They didn't think being a Seeker Ball player was a good career choice."

"What did they want you to do?" Optimus asked, remembering that careers as far as Seekers went were very limited thanks to some rather ridiculous laws. As far as he knew, the best options for a Seeker to make a decent living were being a Seeker Ball player or a soldier. Otherwise, Vosians made their living as energon seekers, miners, gladiators, and other…questionable options.

Starscream sighed again and rubbed his optics, the memory alone making him feel exasperation. "They wanted me to become an Autobot and fight in the war."

Optimus optics widened, caught a bit off guard by the unexpected answer. He stared at the Seeker as his processor attempted to process the new information and his audios rang. "What?" was the only word he could gather to express his shock.

Starscream chuckled at the bewildered expression on Optimus' face and his reaction. "That was my response too. I told them I refused to fight."

"You didn't want to be in the war?" Optimus asked, further confused.

"…Not at first. Id didn't see the point of it, so I left and went to the Science Academy to become an explorer." He shrugged then continued, "I'd always been interested in seeing galaxy if couldn't achieve a career in Seeker Ball."

Optimus stared at Starscream for a moment, seeing the Seeker in a different light. For once he didn't see a Seeker; a lethal air to ground soldier. He saw a mech. A mech that had want and needs like every other Cybertronian. However, that did leave one question. "What made you want to fight?"

For the briefest moment, Optimus saw pain and anguish in Starscream's optics, further reminding the Prime of his previous thoughts. The emotions went as quickly as they came and the Seeker's optics hardened once more and the smile was replaced with a frown. "That is none of your business Prime."

Optimus could practically feel the anger and acid in Starscream's tone, and it burned worse than in blaster burn could. And he wasn't the only one feel and hear the Seeker's displeasure.

Sari and Bumblebee had stopped playing their game and were now looking Optimus to Starscream fearfully.

"I'm sorry," the Prime stated softly. "It wasn't my place to ask such a personal question." The last thing he needed or wanted was bad blood between him and Starscream. It had taken months just the get the Seeker to see him and his team as more than just former enemies. He didn't want to start completely over again.

He was relieved when Starscream breathed and his gaze softened. "You are forgiven, Prime."

Optimus thought he'd mended the disagreement and no longer had to fear losing the tedious ground he'd gained with the Seeker. However, Bumblebee blew the bridge he'd mended with one question. "Who is Cloud?"

Starscream jerked slightly at the unexpected question. This time, Optimus could clearly see the pain in his optics…and the guilt.

"…What was that?" Starscream asked in a soft tone.

"When we were fighting Megatron, before you helped you called me "Cloud" on Sumdac Tower," Bumblebee explained. "I've been wondering who that was."

Starscream's wings lowered and his optics held the most forlorn and spark-wrenching gleam. He stared at Bumblebee, but at the same time he wasn't. It was as if he were looking through the scout and at someone else. "I don't…" Starscream couldn't get the words out. It felt as if a servo had enclosed his throat and was now crushing his vocalizer, rending the usually verbose mech unable to speak.

"Know," he finally forced out. "I don't know what you're talking about."

It was a stupid response, he already knew that. But he hoped the Autobots would take the hint and just drop it. He couldn't bring himself to talk about his past. Not now. It just hurt too much.

"Starscream?" Optimus placed his servo on the Seeker's shoulder, but Starscream promptly shrugged him off and stated, "I need some air."

He left without another word and Sari looked at both Optimus and Bumblebee before staring at Starscream's retreating back. "…I think you both hit a nerve," she stated sadly.

**XXX**

**Next Day  
>Decepticon Base—<strong>

The sun was setting below the horizon when Megatron return to Blitzwing's work station. Lugnut followed behind him, ready to serve as always. The triple-changer looked up from the monitors, pausing in his programming of the clone and greeted his leader with a formal, "Lord Megatron."

Megatron looked at the incubation chamber and saw the clone jerk as a robotic arm shoved something into the base of his helm. Megatron raised an optic ridge and asked, "What did you just put in him?"

Blitzwing picked up a small remote with a single button on it and walked to the larger mech. "Another precaution," Blitzwing answered as he gave Megatron the device. "I've placed an electrode on ze clone's spinal column at ze base of his helm. If anything should happen to ze chip inside his processor and he becomes…unruly, press ze button and ze electrode vill send thousands of volts of electricity into his processor."

"A painful demise. Clever Blitzwing."

Megatron placed the controller in his subspace then looked back at the clone, please to see his mark on the Seeker's wings. "Is he ready to come on-line?"

"I think—" Blitzwing was interrupted by a loud bleeping noise; an alarm coming from the monitor keeping track of the clone's spark-pulses. The beeps indicating each pulse were becoming faster and more erratic. The clone made an expression of pain and began wriggling around the chamber.

"Blitzwing, what's happening?"

The triple-changer was quick to return to his work station and attempted to both find the problem and fix it. "I think his spark is failing,' he finally answered his lord.

"Do something!"

"I'm trying, my Lord!" Blitzwing released a powerful drug into the tank, but it had little effect on the clone's dying spark and increasingly frantic movements. The Seeker flailed and jerked about the tank, hitting the walls and pulling several wires free from his helm.

Blitzwing did everything he could to save the clone while Megatron watched impassively. The clone kicked and clawed at the fluid inside the tank, his spark pulses becoming more and more erratic. Until finally he suddenly went completely still and the Machine monitoring his spark gave a long, drawn out, beep.

Blitzwing looked up from the monitor and at Megatron's experiment. There was nothing emanating from it. No movement. No processor functions. No spark readings. Nothing. The clone had died.

The triple-changer looked at his leader and stated, "He's dead Lord Megatron."

Megatron face remained impassive and uncaring despite this knowledge. He crossed his arms and asked, "Do we have another protoform?"

"…Yes sir."

"Do we have enough of the Autobots' and Starscream's CNA to make another?"

"Yes sir."

"Then throw this one out and try again." Megatron did not care about the clone.

And why should he?

The clone was nothing but a tool to him. a way to defeat the Autobots and Starscream and replace the traitorous Seeker. Nothing more.

Blitzwing nodded his understanding and pressed a button, disconnecting the wires from the clone's processor. His helm closed as the wires on his chest were released next. Blitzwing pressed another button and the fluid began to drain from the tank. When the fluid was gone, the clone laid in a heap on the tank's floor.

"Lugnut," Megatron began. "Get rid of it."

Lugnut bowed then walked around his leader and toward the dead clone. Blitzwing opened the incubation tank and watched as the larger mech drew nearer to it. When Lugnut stood over the clone, he leaned down to pick it up; but something quite unexpected transpired.

The moment Lugnut's servo touched the Seeker; a clawed servo shot out and grabbed him by the throat. Lugnut gagged and yelped at the same time as the claws dug into his neck, drawing energon and crushing his vocalizer. Blitzwing jumped at what he'd just seen and Megatron's optics widened in momentary surprise then returned to normal.

The once dead clone looked up at Lugnut, his purple optic impassive and unknowing. The black Seeker pulled himself from the floor, using the mech in his grasp as leverage; then lifted the mech up by his throat with one servo.

Megatron stared in amazement.

The smaller Seeker was holding the colossal mech as if he weighed little more than a feather. The clone tilted his head, observing Lugnut curiously, his optics holding the curiosity and innocence of a sparkling. What he did next was far from sparkling behavior, however.

He glared at Lugnut then threw him threw him through the nearest wall. After accomplishing the amazing feat, the clone looked around, uncaring of what he'd just done. Megatron smiled at the naive look in those purple optics. A lum p of clay ready to be molded into the perfect soldier.

The clone's optics soon rested on Megatron. He stared at the silver mech and Megatron stared back. "Who…am I?" the clone asked hesitantly.

Megatron chuckled, further amused by the clone's sparkling like behavior. "You are a Decepticon warrior."

The clone stared, not fully understanding. When Megatron took a step forward, the Seeker crouched, ready to attack. The tyrant's first response was to retaliate and strike first to show that he was the stronger mech. However, he was ready to test a human saying he'd heard. Something about attracting insects with sweets. He held his servos up, trying to appear as nonthreatening as possible to the skittish Seeker.

"I mean you no harm young one. Do you see that mark on your wings?" The clone glanced at the emblems then returned his gaze to the large mech. "They match mine." He pointed to the emblem emblazoned on his chest. "Do you know what that means?" The clone shook his head. "It means we're on the same side. I am your friend."

The clone looked back at his mark. Megatron wasted patiently to see if he'd convinced the Seeker. He'd rather not make a bad first impression and lose the flyer's loyalty early. The Seeker looked back at him and asked, "Who are you?"

"I am Megatron, leader of the Decepticons."

"…"

The clone gasped and held his helm as a strange sensation overcame him. He saw Megatron, but he looked different. Parts of his armor and his helm had sharp points and he was sitting on a thrown on a dark ship. "Starscream, prepare the attack," he ordered.

The clone took a shaky breath as the image disappeared and his true surroundings returned. He stared at Megatron and asked, "Who is Starscream?"

Megatron's optics gained an uneasy gleam then returned to normal in less than a nano-klick. He answered, "Starscream was my second-in-command and Air Commander. Now he's nothing but a traitor. He fights with our enemies; the Autobots."

"I'm not him…but at the same time I am…am I?"

"No. You are a clone of Starscream. I created you so that you could help us defeat the Autobots and make Starscream pay for his treachery."

The Seeker looked to where Lugnut lay unconscious and asked, "Starscream couldn't do that," he pointed to the fallen Decepticon, "Could he?"

"No. You're special my friend. You see, along with giving you Starscream's ability to fly and other useful traits, I gave you the abilities of our enemies. Blitzwing," Megatron shifted his attention to the still staring triple-changer. "He obviously has the dimwit's strength. When will his other abilities take effect?"

Blitzwing cleared his throat nervously and answered, "About three orbital cycles."

"Excellent." Megatron looked back at the clone. "We can take that time to familiarize yourself with flying and your new found strength. But first, I have something for you."

The clone stood up and asked, "What will you call me? What is my name?"

Megatron's smile grew as he answered, "Your name is…Starex."

The clone cupped his chin with his index finger and them, and thought. "Starex," he tested the name. After a few moments of complication, Starscream's signature smirk came to his features. "I like it."

The programming Blitzwing had installed into Starex was now taking effect. As he followed Megatron, he began thinking of how to destroy the Autobots and Starscream. He could care less about the Autobots; they were only obstacles to him. The true prize was Starscream.

Starex wanted to break him. He wanted to make him writhe and beg for death. Starex wanted to prove to Megatron how much better he was than the original.

Starex chuckled evilly.

Oh yes, Starscream and his pathetic Autobot allies wouldn't know what hit them.

**XXX**

Starscream wondered the forests near Robot City a lot when he had a great deal on his mind or when he just wanted some privacy. He hadn't been to the Autobot base since his conversation with Optimus and Bumblebee, and he made himself scarce around his and Auron's dwelling.

Starscream wasn't angry with Prime or the youngling Autobot for bringing up his past. It was just that he needed time to clear his mind and be alone. And because of that, he came to the forest. It was the quietest, most peaceful place where he could be alone.

He had no doubt Auron or the ninja-bot could find him; but he hoped they wouldn't. if they found him they would want to know what was wrong…and he just couldn't bring himself to open up to them yet. It just hurt too much to talk…

It hurt too much to remember.

He knew they would look for him eventually. For now, however, he hoped they'd leave him be.

**XXX**

Auron knew of Starscream's conversation with Optimus and Bumblebee; and that its result was the younger Seeker going into hiding. Now, two days after the fact, Optimus was growing concerned for the ex-Decepticon's well being.

"Auron, maybe we should go look for him," the Prime suggested.

Auron stayed at the Autobots' base now. He didn't like how quiet and still the Nemesis was without his apprentice. The Autobot base, however, had plenty of life. Auron looked up from a data-pad he borrowed from Prowl, and shook his head. "No, Optimus. What Starscream needs now is to be alone."

"But there are Decepticons out there who would love to pay him back for betraying them."

"Starscream is more than capable of taking care of himself. Besides, if he's in trouble, he'll com. me." Optimus opened his mouth to protest further, however, Auron interrupted him. "His past is a very sore subject for Starscream, Optimus. He hasn't even talked to me about it."

"…He hasn't?"

"No. It holds very painful memories for him; that much I know. But I also know he'll tell us more in time, I assure you. For now, however, just be patient. He will return to us when he is ready."

Optimus looked at the ground. He was concerned for Starscream; it was his job as a leader to worry about member of his team. And the Seeker was a part of his team now, whether the jet-former was willing to admit it or not. He and the Autobots had the same problems and worries. He had risked his life to save and protect them…He was an ally.

But Auron's words held truth.

Starscream might not be a Decepticon any longer, but he wasn't an Autobot either. He didn't deal with his problems the same way they did and he didn't always do what they'd consider to be the best course of action. And Optimus just had to accept that.

"You're right, Auron," he admitted. "If isolating himself is how Starscream deals with things, then I just need to leave him be."

Auron smiled sadly. He understood Optimus' desire to help Starscream; however, the Seeker had to want to be helped. "Sometimes, it's best to just leave Starscream be."

**XXX**

Starex was in an area of the mines that Megatron called his room. He stayed here during the night, and when he had time alone, he did his "research" on Starscream here. Somehow, Starex was able to see some of his "creator's" memories. At first, they came to him in flashes, but now he could channel them whenever he pleased.

It was because of this that Starex excelled in his training with Megatron. The Decepticon leader said he, Starex, was as good as Starscream when it came to flight, and he was further impressed with how quickly he mastered his other abilities.

Starex chuckled as a new memory began to surface. Whenever the memories came, he was looking through Starscream's optics. In this memory, he was in a very spacious room with several windows that allowed light to pour in. He was sitting on a couch beside a large mech with wings. His optics were oceanic blue and he had the kindest, most adoring smile on his face.

"I love you," the mech said.

Starex hear Starscream say, "I love you too, Sky."

The mech's smile grew wider and his optics softened as Starscream rested his clawed servo on his abdomen. Starex was surprised by the slight swell coming from the mech's abdomen and was even more so when he sensed movement. This mech was carrying.

…This mech was Starscream's bonded mate; and during this time the two had been expecting a sparkling. Starscream had a family.

Starex's mind resurfaced from the memory soon after this discovery. He was shocked, to say the least; but his surprise was quick to shift to curiosity. "So, Starscream had a family, did he? Wonder what happened?"

Starex tapped into the memories again, this time focusing more on the mech and sparkling. The images started out pleasant and happy, however they quickly became disturbing. He saw Starscream's mate laying in a pool of his own energon blood while the city around him burned and…a young Seekerling, barely ten vorns old burned and charred beyond recognition.

Dead.

Starscream's family died.

Starex soon discovered the nature of their deaths as he delved deeper. When he found the cause, he couldn't help but laugh.

Murder.

Starscream's family was murdered.

Before he could do further research on the matter, Megatron's voice sound over his com. link. _:Starex.:_

_:Yes, my Lord?: _Starex liked Megatron. He never wanted to disappoint or fail him.

_:Where are you?:_

_:My room. Is there something wrong?:_

_:No. I think it's time you introduced yourself to the Autobots and Seekers:_

Starex smirked evilly and answered, _:As you command Lord Megatron.:_

So he would finally meet the infamous Autobots…He'd finally meet the Decepticon traitor. He would enjoy this.

**XXX**

Optimus was doing his usual morning patrol in vehicle-mode. It had been nearly two weeks since the last time the Autobots and Auron had seen Starscream. The Prime was now extremely worried about the Seeker. He couldn't com. him to see if he was alright and he couldn't go looking for him.

Primus, even if he did start looking for hm, he wouldn't know where to begin his search.

It was relatively quiet this morning. No sign of trouble anywhere as far as he could tell. Most of the humans were still asleep this time of morning and he'd finished his rounds early; so it wouldn't hurt to take a little walk. It might even help in taking his mind off a certain Seeker.

Optimus followed his usual path around the park, enjoying the peaceful day. He tried to shift his thoughts from Starscream, but only partially succeeded. He sighed. Ah well, despite being unable to not think about Starscream, his walk made him at least feel a little better.

However, the peaceful air didn't last very long, however. The sound of weapons fire, a building crashing, and people screaming snapped Optimus out of his thoughts. He looked in the direction of the screaming and saw smoke rising up from the tall buildings. A flash of purple light caught his optic and more screaming and explosions reached his audios.

He comm'd the Autobots and Auron. _:Autobots, we have a situation downtown. It could be the Decepticons.:_

_:We're on our way, Prime,: _Ratchet's gruff voice stated.

Optimus transformed and drove toward his new destination.

**XXX**

The Prime was the first to arrive on the scene. There were several crushed cars, destroyed buildings, and the people had long since fled the area. He transformed to bipedal mode and began looking for the cause of the destruction, feeling a deep sense of dread settle in his spark. He didn't have too long before a harrier jet soared overhead, firing its null-rays as it flew by.

Optimus' tank dropped with he realized that the jet looked remarkably similar to Starscream's alt-form. What kept the betrayal from blossoming in his spark was the fact that the jet was the wrong color. Starscream had a yellow cockpit and was a combination of grey, maroon, and varying shades of purple. This jet had a purple cockpit and was completely black, save the purple Decepticon emblems on the wings.

When the jet swooped in and destroyed a road-bridge, Optimus decided that now wasn't the time for his current train of thought. Before the Decepticon could cause any more destruction, Optimus fired his grappler and captured the flyer by a wing. Giving the line a sharp tug, he veered the jet off course and crashed it into a building.

At that moment, the other Autobots and Auron arrived. "Great move, Boss-bot" Bumblebee commented.

"Don't celebrate yet kid," Ratchet began as they transformed to bipedal mode. "No way does a 'Con go down that easy."

Auron stood by Optimus and they all watched as the jet freed itself from the concrete and metal. The harrier hovered in the air facing them, then they all heard Starscream's voice say, "I knew if I stirred up enough trouble you all would come running."

Optimus raised an optic ridge, all his previous fears rushing back ten-fold. It couldn't be the Seeker. It just couldn't be. He kept the uneasiness out of his voice as he called up to the jet, "Starscream, is that you?"

The jet-former cackled. "Not exactly." The harrier transformed into a Seeker…into Starscream but with different coloring. The Seeker smiled evilly at the stunned expressions on his enemy's faces and crossed his arms over his chest. "So, you're the dread Autobots I've heard so much about? Ha! You don't look like much to me. But you've somehow managed to upset Megatron."

Auron glared at the flyer, sensing his unnatural nature and aura and not liking it one bit. "What are you?" he asked the creature.

The black jet laughed gleefully and answered, "The name's Starex."

Bumblebee looked at Ratchet and asked, "Did Megatron _clone _Starscream?"

"As a matter of fact," Starex began, having heard the scout's question. "He did. But I think you'll find I'm far superior to the original."

"Oh yeah?" the mini-bot began in a challenging tone. "What makes you say that?"

Starex's smile grew more sadistic and his purple optics held an evil gleam to them. "Because," he answered, "I can do…_this_!" Starex fired, not a null-ray, but a _grappler_. It looped around Optimus and, once it was secure, Starex yanked it forward, causing the Prime to fall on his front.

"Prime!" Auron exclaimed as the clone reeled the young Autobot leader forward. The elder Seeker moved to cut the line with his claws but was blasted in the chest by a null-ray. Starex laughed as Auron stumbled back and fell.

Ratchet caught the flyer as Starex commented, "Ouch that had to hurt." He grabbed the struggling Prime and held him under his arm, watching the Autobot gather around the fallen Seeker. Auron shook his helm to clear his vision, more surprised than hurt by the black flyer's attack, then glared up at Starex. He stood and said, "Release Optimus at once, clone."

Starex laughed at the elderly Seeker's command then returned the glared and stated, "Come and get him." The jet fired up his thrusters and took off, laughing sadistically.

"What do we do?" Bulkhead asked.

Ratchet answered, "We go after him. Auron, can you still fly?"

"Yes."

"Try to cut that son-of-a-glitch off from the sky. Bumblebee, Bulkhead you two come with me; we're going to let Starex think we're focused on chasing him. And Prowl you go by rooftop in that direction." Ratchet pointed in the opposite direction Auron would go. "I need you to try grounding the fly-boy."

"Sounds easy enough," Bumblebee stated.

"Don't count on it, kid. Now all of you go!"

Auron transformed and took to the skies while Prowl climbed up the nearest building and began leaping from rooftop to rooftop, and the rest of the Autobots transformed and gave chase. Normally the three ground-bound mechs wouldn't have had a chance of out speeding a harrier jet; but Starex wasn't trying to get away.

While he chased after the clone, Bumblebee saw Prowl crouching on what remained of a road-bridge, ready to leap. And just behind Prowl was Auron. Even if Prowl missed the clone, which was highly unlikely, Auron would still be able to grab him.

When Starex was a few feet from flying under the bridge, Prowl jumped. Bumblebee allowed himself a private smile; the ninja-bot would meet his mark and force the clone to the ground. That thought quickly vanished when Prowl fell _through _the Seeker. It was a holo-projection! _Prowl's _holo-projection.

The cyber-ninja landed on the concrete with such force he made a crater and Starex's holo-projection disappeared as it flew through Auron.

"Prowl!" Bumblebee exclaimed, rushing ahead of the others. He transformed as the ninja-bot emerged from his self-made hole, moaning painfully as he clutched his helm and remained on his knees. A bead of energon blood dribbled down the side of his helm, further showing how hard he'd landed.

Bumblebee offered his teammate a servo, which the injured Autobot gladly accepted. He allowed the younger mech to pull him up and support his weight as he regained his bearings. "He has my holo-projection," Prowl whispered, awestruck as Auron landed beside them and the other Autobots gathered. "How does he have my holo-projection?"

"And Boss-bot's grappler," Bumblebee added.

Auron though for a moment before answering, "Your CNA."

"What?" Bulkhead questioned as he helped his friend with their teammate. "What're you talking about, Auron?"

"The CNA sample Blitzwing took from all of you, Optimus, and Starscream. The Decepticons must've used it to create Starex and give him all of your abilities."

"Bravo, old Seeker," Starex applauded as he revealed himself. He descended from a cloud formation with Optimus still bound under his arm. "You've figured it out."

"But how?" Ratchet asked the clone. "How are you able to function with all our abilities? You should be dead with all the power going through you."

Starex smirked. Using his free servo, he removed his cockpit, revealing bare proto-form flesh, then he sent the commands to open his chest and showed his spark chamber. Inside the chamber was not a spark, but a fragment from the AllSpark.

"Of course," Auron began, his previous suspicions confirmed. He knew Starex wasn't a natural creature. "The AllSpark, even a fragment of it, would have enough power to balance all the contrasting abilities in you. It gives you life and sustains you."

Starex nodded. "It appears you're not as clueless as I thought."

"I war you, Seekerling," Auron began in a serious tone, "The AllSpark is very powerful. But it won't be able to protect you forever. Join our side, I can help you survive."

"You think I would betray Megatron and believe your lies? You're a fool!"

"You're the fool for trusting Megatron!" Bumblebee shouted.

Starex snarled, transformed his servo into a stinger, took aim and fired. The bolt of electricity he fired surpassed anything the scout had ever managed in his short existence; and unfortunately for the mini-bot, Starex was an excellent shot. As the electric charge hit him in the abdomen, Bumblebee screamed, his free arm flying over his injury.

"Bumblebee!"

"Kid!"

Starex smiled as the mini-bot fell to the ground, nearly taking Prowl with him. However, the cyber-ninja quickly righted himself and caught the younger mech before he could hit the pavement. Prowl grabbed one of his throwing disks, ready to throw it at the black Seeker, but Starex flew into the cover of the clouds before he could. Growling to himself, the ninja-bot returned his gaze to the mech in his arms. Bumblebee's wound was smoldering and he wasn't moving, further increasing Prowl's worry.

"Give him to me," Ratchet all but demanded. Prowl willing handed Bumblebee to the medic and watching fearfully as Ratchet carefully laid him on the ground and began treating his wound.

"No!" Optimus shouted, his struggles increasing when he saw that the mini-bot wasn't moving.

"Oh, how insensitive of me," Starex began. "You want to be with your team." The Seeker tossed Optimus up, then twin magnet prongs came from the sides of his arm. Optimus yelled as he was thrown upward, getting Auron to look up in time to see Starex activate his magnets and catch him.

A pink bubble of magnetic energy surrounded Optimus and kept him suspended in the air. Auron watched as the clone quickly gained speed and velocity. "No!" the elder Seeker activated his thrusters and flew toward Starex. Before he made it halfway to the clone, Starex had gained all the momentum he needed and set the Prime flying.

Auron was forced to doge the oncoming Autobot, knowing he wouldn't be able to catch him without them both falling and seriously injuring themselves. The elder Seeker turned to the group of unknowing Autobots and shouted, "Ratchet, heads up!"

Ratchet looked and saw the living projectile in time to activate his magnets and catch the Prime before he hit. Optimus, who had been to stunned to even scream, breathed a heavy sigh of relief.

Starex snarled at Auron then closed the distance between them. Channeling Bulkhead's strength, he punched the silver flyer on the cheek, knocking him back and stunning him. Auron's neck snapped in the direction of the blow and he flew in that direction in order to keep his spinal column from snapping in half.

"Worthless glitch!" Starex swore as he kicked Auron in the abdomen. The silver Seeker recovered from the blow more quickly than the first and retaliated by activating his wrist blades and using his superior speed to attack the clone.

Because of Starscream's memories, Starex knew Auron's technique and flew backwards, away from the other. But the next move caught the black Seeker off guard. The clone felt the wrist blades sink into the protoform on his unprotected side, causing him to howl in both pain and rage. He turned in time to blow the new attack with his arm guards, but a sharp kick to his undamaged side sent him reeling.

"_Damn," _he swore. _"I know he'd be tough, but not this tough."_

The black and silver Seekers exchanged kicks, punches, and many other vicious blows that would likely leave lesser mechs writhing in agony. However, as the battle raged on, Starex saw that Auron was beginning to tire. His kicks didn't have as much force behind him and his claws lost their stinging bite. The silver Seeker's elder body just couldn't keep up with the younger one's and his stamina couldn't hold out for much longer.

The whole time the two Seekers battled, the Autobots watched. Bumblebee came to a few klicks into the fight thanks to Ratchet's expertise. Thankfully it was a case of the wound looking worse than it actually was.

As they continued to watch the fight grow steadily more vicious, Optimus got an idea. He noticed that the longer the flyers fought, the lower to the ground they got. When Starex was in reach, Ratchet asked, "What's our next move?"

"Surround him," Optimus answered. "He has our abilities, let's see how well he can handle them."

**XXX**

Starex grabbed Auron by the wrists and laughed. "Is that all you've got, old Seeker?"

He threw Auron back, then chuckled evilly. _"Come on, Auto-scum," _he thought. _"Just try putting whatever pathetic plan you have in action."_

Starex didn't know what their plan was, but he knew they were up to something. Despite what they thought, he could see them; the old mech was below him, the brute in front, and the younger behind. These three were on the ground while the ninja and Prime were on a rooftop, and crumbling bridge on his left and right sides.

He heard the Prime's grapple fire before he could make another move toward Auron. The strong cable wrapped around him tightly and secured his arms to his sides, then he felt the medic's magnetic field around his peds, making it impossible for him to fly away.

The black Seeker smirked when he saw Prowl throw his shurikens and managed to suppress a laugh. A combined assault? How pathetically desperate!

Starex avoided the shurikens by simply tilting back and allowing it to slice the grapple line, free his arms. He grabbed the section still connected to Optimus' wrists, having an idea of what would happen next.

Bumblebee fired his stingers and Starex let it hit him. He used his body to send an even more powerful electric current to Optimus through the grapple, enjoying how the Prime cried out as he was zapped. Starex tightened his grip of the grapple line and swung the smaller mech around. Optimus collided with Prowl before Starex sent them both flying toward Bumblebee. The two mechs landed atop the younger, whom hadn't been able to get away quick enough because of his wound.

Soon after he sent the two Autobots flying, Bulkhead flung his wrecking ball toward him. the Seeker ducked then grabbed the cable connection the wrecking ball to Bulkhead's arm and used the mech as his own, living wrecking ball. The large Autobot crashed into Ratchet then they too joined their friends on the pavement.

The incredible thing was this all happened in the span of less than a klick.

Starex looked toward Auron just in time to see the silver Seeker rushing at him. He dodged, grabbed the older flyer by his shoulders, and flung him effortlessly to the pile of Autobots. The group had managed to crawl off each other, but remained on the ground.

Starex landed before them, a disappointed look on his features. He crossed his arms over his chest and stated, "This is it? These are the Autobots Megatron wanted me to destroy? You are the ones who have caused my master such irritation and misery? This is pathetic!"

Bumblebee wiped a bead of energon from his mouth and chuckled. "Yeah, well…Megatron's pretty pathetic himself."

Starex raised an optic ridge and walked the short distance to Bumblebee's crumpled form. His servo wrapped around the youngling's neck and yanked him up to his optic level. Bumblebee choked and squirmed in the clone's grip, the claw tips digging into the sensitive neck cables drawing energon and crushing his vocalizer.

The mini-bot's servos flew to the clone's wrists and a whimper of pain passed his lips. "If I were you," Starex began coldly, "I'd learn to keep my mouth shut."

He raised his fist up and was prepared to strike. Bumblebee off-lined his optics and braced himself for the inevitable punch as Starex smirked then let his fist fly.

Before the black fist met its target, grey claws wrapped around the wrist and stopped him. Starex looked and saw none other than Starscream. The Seeker glared so icily that his optics appeared to be ice splattered with blood and he hissed lowly, showing off his fangs.

Bumblebee on-lined his optics to see what had stopped Starex's assault and smiled when he saw the original Seeker. "Hey Starscream," he greeted in a hoarse tone of voice.

"Starscream," Starex whispered the name, slightly surprised to see the Seeker. He couldn't help the feeling of awe that stirred within him seeing his "creator" in all his glory. It was short-lived, however.

Starscream looked to Bumblebee then returned his gaze to Starex. "Why don't you pick on somebot your own size?"

He used Starex's fist to punch him in the face, causing the black Seeker to hiss and release his hold on Bumblebee as his servos rushed to his face. Starscream caught the young mech and cradled the small form against his broad chest.

"You okay?" he asked, handling Bumblebee carefully.

The yellow mech nodded. "Peachy." Starscream chuckled, amused that Bumblebee could still seem so cheerful after getting his aft handed to him then nearly beaten by a mech more than three times his size.

Starex looked up and noticed that Starscream held Bumblebee with all the care a carrier would their sparkling. He smirked. It appeared Starscream had a soft spot for this youngling.

Starscream kneeled down and gently placed Bumblebee on the softest patch of ground he could find, then faced Starex. The clone smiled. "Starscream. The one I've been most anxious to meet. You've been causing Megatron quite a bit of grief."

"Glad to hear I'm doing something right."

Starex chuckled. "Yes, I'm sure you are."

"What are you?" Starscream asked, sensing the same wrongness about this Seeker that Auron had. And not just because they shared a face.

"Oh, that's right. You weren't here for that bit of the battle. Well, to put it simply, I'm your clone. I'm like you in almost every way; except I'm loyal to Megatron, I hate Autobots, and I have all these weaklings' abilities. Oh, and my name's Starex by the by."

Starscream crossed his arms and raised an optic ridge. "'Weaklings', eh?" Starex nodded. "Well, these so called "weaklings" have beaten Megatron to scrap twice now. I wouldn't underestimate them if I were you. Or me."

"Which is why I was created, dear Starscream: to take care of all of you. So, what do you say we get this started?" Starex got into a traditional Seeker attack stance and Starscream took his own stance then both waited.

Starex was the first to act; his servo transformed into a stinger and fired. When Starscream moved to avoid the electric attack, he was caught by Starex's magnets. The clone smiled. "You moved to the right, just like I knew you would."

Starex jerked his arms to the side, causing Starscream to hit the side of a building. He moved again and slammed the Seeker into another structure. He brought his arms up then down, making the original part of the pavement. Starex deactivated his magnets before sending a burst of electricity at Starscream. The jet shrieked, surprised by the amount of power behind the attack. Normally, Bumblebee's stingers had little to no effect on him; but because Starex had more power, the attack did as well.

Starex didn't stop electrocuting the other as he walked toward him. When he did, he used his strength to pick Starscream up by his neck and punched him in the chest. The Seeker's chest plate gained a fist shaped dent and the blow was strong enough to send him up in the air. Starex activated his grappler and fired. The cable wrapped around Starscream and Starex yanked it, causing the jet to fall back toward the ground.

The black Seeker, when Starscream was in range again, punched him in the face—which caused him to land right beside Optimus, the grapple still wrapped tightly around him and a painful bruise already beginning to form.

Starex cut the line connected to his arm then chuckled. "What was that about picking on some-bot my own size, Starscream? Because from where I'm standing—" Starex cut off as a horrible pain erupted from his chest. He lurched forward and clutched the area above his spark chamber and began to convulse. He remembered this pain; he experienced it when in the incubation chamber. When he'd nearly died of spark failure.

He took several shaky breath and suddenly felt drained and weak. What was happening?

Starex realized he couldn't finish Starscream here. Oh, but he would. But first, he would attack his spark.

Starex recovered enough to stand back up and walked over to Bumblebee, whom looked up at him fearfully. He grabbed the mini-bot roughly and tucked him under his arm before turning back to Starscream. The original looked from Bumblebee with concern to Starex with anger.

"Meet me on Dinobot Island tonight, _alone_ Starscream," Starex ordered. "Or this one faces the same fate as your son."

Starscream's optics lost their heat and became impossibly wide. Hateful anger was replaced by deepest fear. Starex smirked knowingly before taking off, leaving the Seekers and Autobot to wonder…

What were they going to do?

_**To Be Continued…**_


	4. Chapter 4

**A Change of Spark  
>Chapter 4: Starex Part 2<strong>

"Meet me on Dinobot Island tonight, _alone _Starscream. Or this one faces the same fate as your son." Starex smirked cruelly at the look of fear that came to Starscream's features, but couldn't bask in the moment long as another wave of agony wrenched a pained moan from his vocalizer. Tightening his grip on his hostages, Starex ignited his thrusters and took off.

As he flew over the city, the annoying youngling spoke up, "He won't come ya know."

Starex gave the Autobot a cold stare and returned, in an equally icy tone, "He'd better, for your sake."

He balled his clawed servo into a fist then delivered a powerful blow to the yellow Autobot's face. the impact was enough to crack the youngling's right optic and knock him unconscious. Starex chuckled evilly, his pain lessening a bit at the sight of another's.

He landed in a forest clearing for a quick breather and hissed, clutching his chest as pain erupted from his spark chamber once more. "Slag it," he swore, falling to his knees and dropping the Autobot. He moaned in misery as he held himself and tried to ease the pain. "What's happening to me?" he whispered.

The Seeker remained perfectly still and took slow, steady breaths, realizing that as long as he didn't move, the pain lessened to a bearable degree. He remained there for several moments until he was sure he was sure he could continue on. Blitzwing would look him over and find the problem, and Megatron would care for him until he was fixed.

Just like when he first emerged from the incubation chamber.

He would be okay.

That thought in mind, he picked the Autobot youngling back up and stood. He would be okay; he repeated that though over and over again in his mind as he flew…

He would be okay.

**XXX**

After Starex retreated, the Autobots and Seekers picked themselves up from the pavement and made their way back to base. Ratchet got to work on repairing everyone as the reality of what happened set in.

They were up against a clone of Starscream that was not only completely loyal to Megatron and the Decepticon cause; but had all the Autobots abilities and had taken Bumblebee hostage.

Starscream chose to repair himself and was facing away from the others, but he could still feel their optics on him. Needing to collect his thoughts to figure out a way to stop Starex, he chose not acknowledge them for the time being. Despite having only known Bumblebee for a few weeks, Starscream had grown attached to the youngling. If anything happened to Bumblebee because of him…he had no idea what he'd do.

He hissed as he continued wrapping gauze over a jagged cut on his forearm; in his current state he couldn't do anything for Bumblebee. He needed to regain come of his strength before he could do anything.

"You know I can help you with that," Ratchet stated, getting the Seeker's attention. Starscream didn't miss the acid and fury beneath the medic's calm tone. He blamed Starscream for Bumblebee's current predicament. Unknown to the medic, so did he.

None of this would be happening if it weren't for him.

"I'm fine," Starscream replied in a distant tone. His back still turned to the others, the Seeker spoke to his teacher. "Auron, how would that glitch know so much about me?"

The older Seeker answered, "Do you remember the All Spark fragment you found; the one Blitzwing stole?" Starscream nodded. "That fragment serves as Starex's spark. It gives him life and, at the same time, balances the abilities that now rage within his being. Because you touched it, I assume the fragment absorbed a small piece of you, or your memories in this case."

"Speaking of which," Ratchet began as he finished Optimus' repairs. "You never mentioned you had a son."

Starscream's spark clenched. "It was none of your business."

"Well it sure the frag is now. So what exactly happened to your son?"

"Ratchet," Optimus snapped, "We're all worried about Bumblebee, but—"

"And that's why I think we have a right to know what happened. What can we expect Starex to do to Bumblebee, fly-boy?"

"Enough!" Auron shouted, abandoning his usual calm demure. "As Optimus said, we are all concerned for Bumblebee, but both accusing and interrogating my apprentice won't—"

"No Auron," Starscream interrupted, getting everyone to return their gaze to him. "Ratchet's right…They deserve to know, now." For the first time since their defeat at Starex's claws, Starscream face them. Only now did they see how beaten down the Seeker truly was. His optics were faded and…sad. He saw them, but at the same time he didn't.

Auron bowed his helm for a moment and thought. He knew how hard this would be for Starscream. He knew how much pain the other Seeker would be succumbing himself to by revealing his past…pain neither knew Starscream was capable of bearing yet.

But he was right. The Autobots deserved to know.

He returned his gaze to Starscream and asked, "Are you sure?"

A nod was Starscream's reply.

**XXX**

Megatron stood outside the Decepticons' makeshift med-bay. A short while ago, Starex had returned with the Autobot youngling and nearly collapsed. He was carried to the medical area and was now being looked over by Blitzwing while Lugnut kept an optic on the still unconscious Autobot.

Before Blitzwing began examining him Starex managed to tell Megatron everything he could about the battle. It was a good thing the Seeker got away and taken a hostage to ensure a rematch with Starscream at least. What troubled Megatron, however, was he didn't have even the faintest inkling as to what happened with the clone's spark and neither did Starex.

A mega-cycle after the clone had been brought in; Blitzwing emerged with a troubled look on his face. "Well?" Megatron began calmly.

The triple-changer shook his head then stated, "To put it simply, my Lord, we've put too much power into one body. No Cybertronian was meant to have so many conflicting abilities."

"What about the All Spark fragment?"

"It's enough to stabilize ze abilities and keep them from destroying him, but not enough to balance them and keep him alive at the same time. My Lord, I beg of you, let me take away some of his abilities. Allow me to stabilize him if I am able. He's useless to us dead."

Megatron glanced inside the med-bay where Starex had gone into recharge to regain some strength, then returned his gaze to Blitzwing and stated, "He's a disposable resource, is he not?"

Blitzwing, only partly surprised by his leader's response, bowed his head and answered, "Yes, Lord Megatron."

"Then there's no need to weaken him. Now repair him; he needs to be at full strength for tonight."

Blitzwing gave a brief nod then went back to attending to Starex while Megatron returned to his throne room.

**XXX**

The Autobot and Seekers had moved from the medical bay to the living area, each finding a comfortable place while Auron stood beside the couch and Starscream took a place in front of his audience. He crossed his arms and looked at the ground thoughtfully. "…I have no idea where to start," he stated.

Auron offered a gentle smile then said in an encouraging smile, "Begin when you are ready Starscream."

The magenta Seeker off-lined his optics and took a deep breath before letting it out slowly then on-lining his optics again. His gaze focused on Optimus as he began his tale, "Like I told you, Prime; at the start of the war, I wanted nothing to do with it. I went to the Science Academy in Iacon to become an explorer…that's where I met Skyfire...my mate."

Starscream paused and Optimus could see the indescribable pain in his optics as he remembered. "Skyfire felt the same as me about the war. So when we bonded, we decided to move to Kronos, a neutral city…A few months later, Sky carried our first…our only sparkling."

Starscream smiled sadly then continued, "It was a mech Seekerling we decided to name Cloud."

"The name you called Bumblebee," Optimus realized.

Starscream nodded. "We lived in Kronos for nearly eleven meta-cycles. We were happy and the war seemed nonexistent, but…" Starscream's optics became hard and cold before continuing, "I went out on an assignment, and while I was gone, Megatron's first second-in-command, Windkiller, attacked Kronos. When I came home, I returned to the sight of Autobots transporting the wounded and dead out of the city."

Starscream took in another deep breath, although it was shakier than the first. When he spoke again, his voice sounded choked. "I ran home, hoping and praying to Primus that Sky and Cloud were okay; but I found Sky's body and…I found his spark had been ripped from his chest. But Cloud…" Starscream looked to the ground and mentally cursed himself as tears brimmed his optics.

He clenched his fist and continued, "Cloud was trapped inside our burning house. My son _suffered _and perished in the worst of ways."

Tears of anger and pain spilled from Starscream's optics. He quickly wiped them away in a feeble attempt to hide them. All the Autobots and Auron saw Starscream in a completely new light and looked upon him with sympathy. No one should lose their family in the way he had.

"What…What happened after that?" Prowl asked softly.

Starscream, after regaining his composure, answered, "I was furious. Not just with Windkiller, but with the Autobots as well. After I buried my family, I went looking for Windkiller. I found him and used Seeker Rage to kill him. Megatron was so impressed with my abilities that he offered me Windkiller's old rank and position. I took it out of anger toward your kind."

"Why were you angry at Autobots?" Bulkhead inquired a confused expression on his face.

"I learned the Autobots didn't arrive in Kronos until it was too late to help anyone. I thought if they'd gotten there sooner, then maybe my family would still be alive."

Ratchet looked at Starscream sadly, now feeling terrible for the way he spoke to him earlier. "The Kronos Massacre," he stated distantly, his processor going back to that horrible day. "A day I remember all too well…Starscream, I know it won't make you feel any better, but I think you need to know. No one, 'Bot or 'Con went near Neutral cities during the war; they weren't part of our conflict. They had no weapons or any means of defending themselves from attack. However, after suffering a defeat in a battle for an energon mine, during the retreat, Windkiller and his forces flew over Kronos. He disobeyed a direct order from Megatron and attacked. The Autobots had no idea what he'd done until it was too late. When we realized what happened, it took mega-cycles to get to Kronos to help."

"…There was nothing you could've done," Starscream's voice was soft and foreign, even to his own audios. "It was never your fault…Only Windkiller's."

As the realization settled in the Seeker's mind, a new wave of determination over came him. Starscream's expression became one of defiant determination as he stated, "I'm going to get Bumblebee back if it's the last thing I do."

"How?" Prowl asked, just as eager as the Seeker to rescue the scout, but not wanting to rush in without a plan. Doing so would result in more harm than good on Bumblebee's part.

"Starex wants me. I'll give him exactly what he wants. He'll give Bumblebee up once he gets the fight he's asking for."

"How do you know?" Optimus began, wondering how the Seeker was so certain of his claim.

"Because I know me," Starscream stated simply.

Auron shook his head at his student's statement. "No Starscream, you and Starex aren't exactly alike. He will kill both you and Bumblebee if you succumb to his demands."

"Then what do we do?" Ratchet asked, tired of their lack of action.

"Good question," Bulkhead agreed. "I mean, he has all our abilities, how are we supposed to beat him?"

Prowl sighed and stated, "None of us can take him alone. We can't even face him together."

Optimus crossed his arms over his chest and slumped slightly as he concluded, "He always seems to know what we're planning; when we think we're a step ahead, he's actually three ahead of us."

"But this time I believe we will have the element of surprise on our side," Auron stated in the same defiant tone as his apprentice. Like Starscream, he refused to let doubt claim his mind and keep him from acting. "Did any of you notice how hastily he retreated?"

Starscream and the others pondered this question before the magenta Seeker answered, "Yeah, he did leave in a hurry. He didn't even try to finish us off."

"And before that," Optimus began, "He collapsed. He looked like he was in serious pain."

"Exactly," Auron smiled a bit as he said, "The AllSpark fragment may be powerful enough to keep him alive and stop the abilities from tearing him apart; however, I believe that by using all those abilities as frequently as he did with you Starscream, caused the fragment to overload. If he had tried anything else, I don't doubt he would've destroyed himself."

"So what do we do? Trick him into using as many abilities as we can as fast as we can until he blows up or something?" Bulkhead suggested with an unsure shrug.

Auron chuckled, amused. "You're on the right track, my friend."

Starscream stroked his chin and stated in a thoughtful tone, "The second the fragment started to overload he would take off."

"You're correct, Starscream. I think we should try Optimus' ambush plan; but in a different way this time."

"Different how?" Optimus asked.

Auron smirked and began to tell the team his plan.

**XXX**

Starex chuckled evilly at the sight of the Autobot youngling lying on the floor in a puddle of his own energon blood. Bumblebee was covered in claw marks and electrical burns in the clone's quarters. Starex took great pleasure in the pain he inflicted on Bumblebee and even more delight at the other's misery.

The fact that he was able to cause such damage to the youngling was more than enough proof that he'd recovered from his encounter with the Autobots, Auron, and Starscream. When next he and the original Seeker met, he would claim Starscream's life.

Starex got a warm, fuzzy feeling all over at the thought. He shivered in delight as the image of Starscream with his wings torn off, beaten, broken, and covered in blood came to him. He pushed the fantasy to the back of his processor and stepped toward the yellow Autobot, enjoying the small whimper and sob that came from the youngling's vocalizer.

"Don't worry, it's time we were off, but I can't have you bleeding to death on the way there; that would defeat the purpose of taking you hostage. I also don't want you trying to run away or screaming for help; that would put a damper on my plans as well."

Starex patched up the worse of Bumblebee's injuries then bound his servos and peds with a thick line of cable and finished his task by putting a metal gag over the youngling's mouth; all the while the Seeker continued to mutter to himself. Starex didn't miss the constant look of fear that Autobot gave him nor the fierce determination just beneath the surface of it.

Starex chuckled. "He won't win, little one; don't delude yourself into thinking otherwise. I'm going to kill him, then I'll kill you too; and I'm going to enjoy every last nano-klick of it."

The Autobot's young blue optics widened in disgusted horror. Starex laughed at, what he considered to be, a comical look. "I'm a Decepticon. You didn't honestly think I'd set you free, did you?"

The clone shook his head then picked the youngling up. Night would fall soon; he needed to get to Dinobot Island.

**XXX**

After hiding Bumblebee, just in case Starscream didn't follow his demands, Starex landed in a small clearing on the island. He made sure the youngling's com. Link was off-line and his energy signature was masked, so that there was no chance of him being stumbled upon. Now all he had to do was wait patiently; thankfully he didn't have to do so for long.

Shortly after increasing his energy signal to make sure he could be found, he heard the rumble of a harrier-jet's engine. Starex's lips curled into a malicious smirk as Starscream hovered over the clearing in alt-form.

'_The fool actually came alone!' _Starex thought gleefully.

The black Seeker watched as Starscream transformed a short distance away from him and for a long moment only glared hatefully at him. "Where's Bumblebee?" the original demanded.

Starex chuckled and smiled amusedly. "He's somewhere safe, out of your reach. The only way you'll find him is if you beat me."

"You said—"

"I said he would suffer your son's demise if you didn't come. I didn't say I would give him to you once you were here."

Starscream growled, cursing himself. He should have expected something like this. It's exactly what _he _would've done if the positions were reversed.

Starex laughed at the original's angered expression then stood inan attack stance. "Whenever you're ready Screamer."

The magenta Seeker, still weakened from his first encounter with his clone, knew he didn't have a choice. He would either fight or leave the Autobot youngling to his fate. However, there was no doubt in his mind that if he lost, Bumblebee wouldn't last the night. Starscream took a defensive stance and waited for Starex to make the first move.

The clone was more than happy than to oblige him. He transformed one servo into a stinger and fired at Starscream. The other Seeker quickly fired a null-ray to counter the electric attack, the two bursts of energy meeting and causing a small explosion that knocked both Seekers back.

Starscream ignited his thrusters and flipped back, recovering his balance quickly in the air and landing on his peds. However, the moment his peds touched the ground a fist collided with his face. Starex, instead of riding the explosion, as Starscream had, had fought through the powerful winds toward the magenta Seeker and used his temporary loss of bearings to attack.

Starscream stumbled back as he was punched on the other side of his face then kicked in the abdomen, hissing painfully as the glass of his cockpit cracked under the force of the blow. Starex returned to his stance, a cocky smirk on his face as Starscream clutched his abdomen and panted for breath.

"We haven't even begun and you're already out of breath?" he mocked. "How sad."

Starscream said nothing; his response coming in the form of his ped meeting with Starex's chest. His sudden attack caught the black Seeker off-guard and had him on the ground. Starex grunted as his wings hit the hard earth then did a back roll and once again was on his peds. As he rolled, Starscream lunged forward and, while Starex was still crouched, kicked him in the face, _hard_.

The clone screamed indignantly as he landed on his back once again. He could feel that his lip had split and energon was oozing from the wound. He reached up and touched the cut with a single digit and looked at the blood on his claw.

"You _hurt _me," Starex snarled.

Starscream smirked. "What did you think would happen? That I'd _let _you win? You don't know me very well if you thought I'd go down easy."

Starex mimicked the smirk as he leapt back up and said, "I know you better than you think, Screamer." The clone's next move was as swift as a cobra's strike; his claws lashing out and leaving a perfect set of cuts on Starscream's upper arm. The Seeker hissed then cried out as Starex's other servo punched him in the stomach. Starscream lurched forward and Starex put his arm around the other's neck to him in place, hunched over.

"You played Seeker Ball for most of your vorns in the Flying Academy." Starex punched Starscream in the abdomen multiple times before releasing the original's head as his ped came forward, hitting him in the chin. Stunned, Starscream stumbled backward. Starex rammed him into a giant of a tree then grabbed him by the neck and used his strength to hold him there was he continued, "Megatron tore your wings clean off your back the first time you defied him."

He slammed him against the tree, the trunk groaning and cracking under the intense pressure, then his clawed servos gripped Starscream by the shoulders, digging into the armor as he effortlessly picked him up and threw him half way across the clearing. The magenta Seeker rolled several times before he managed to at least get into a crouch.

Starex smirked at the other as he stood back up.

Starscream scoffed. "Is bringing up the past the best you can do?" he asked coldly. "It's nothing but memories and words, it can't hurt me."

Starscream shot a null-blast that hit Starex in the chest. The clone jerked and howled at the sudden pain, but fought off the paralyzing effect of the null-ray. Starscream ran toward his opponent and punched one side of Starex's face then the other. He hit the clone in the throat with the brunt of his arm, causing him to gag and cough, then kicked Starex in the abdomen as he felt to his knees.

Starscream did not leave his stance even after Starex fell. However, he was surprised when the other started laughing. Starscream raised an optic ridge as Starex shook his head then looked into the other's scarlet optics. "You're wrong Starscream," he stated knowingly. "The past has hurt you, and it continues to do so."

Starscream's gaze became hard and steely. "What are you talking about, Starex?"

The clone only continued to laugh. When Starscream raised his ped to kick him, Starex suddenly said, "Skyfire was a handsome mech." Starscream's ped froze and his spark clenched painfully at the mention of his deceased mate. "He was also very kind. A spark to match his looks," the clone continued. Starscream's ped slowly lowered back to the ground and his optics became sad and distant as he remembered his mate's handsome, smiling face.

Starex's servo transformed into a stinger, going completely unnoticed by Starscream, so lost in his own world. A world where he still had his beloved. "You both hoped to escape the war by hiding in Kronos…Too bad the war found you!"

Starscream shrieked painfully as he was electrocuted.

"Poor Skyfire," Starex stated before he lunged, kneeing Starscream in the stomach. The black Seeker took advantage of the other's hunched form and elbowed him between the wings, earning a scream of agony. The magenta Seeker fell on his front and gasped for breath as he recovered from the assault.

"Poor Skyfire," Starex repeated. "Such a kind and gentle soul that met with a violent end." The clone snarled then kicked the other Seeker, turning him over onto his back. "But his death was swift and painless…Cloud's ending however…"

Starscream's spark wrenched in his chamber and tears pricked at the edges of his optics. Starex feigned sadness as he went on. "And what's worse? Poor little Cloud was only a youngling. He had just turned ten meta-cycles old when it happened. He hadn't even begun to live when he died…How very, very sad."

Starscream tried to get back up but Starex slammed his ped into his chest, forcing him back to the ground. "You've blamed yourself ever since then. The pain of that day has haunted you ever since you joined the Decepticons. You tried to think of your mate and son as little as possible; because if you didn't think of them, the pain stopped. You hid all the holo-scans and vids you saved and haven't touched them in vorns. But still, your spark aches."

Starex sighed and shook his head. "Not to worry though," he stated sympathetically, as he aimed a null-ray at Starscream's head. "You pain ends _now_."

Starscream smirked up at the clone. "I'm not going to the Well of AllSparks today, Starex."

The clone was confused by the other's statement for the briefest of klicks until the wrecking ball made contact with his back. He flew several feet forward and rolled to a stop. He snarled as Starscream got back to his peds and smirked at him.

Before he could make any move to attack the little glitch, the same wrecking ball launched from the forest and hit Starex in the face and, once more, knocked him on his aft. The clone was stunned and was sure he saw stars dancing in his vision.

When he could finally see again, he was looking up at Prime, whom had a cocky grin on his face. Starex growled then shrieked in anger and pain when he was kicked in the face right between the optics, temporarily blinding him. As his servos flew to his face, he heard Prime step around him and run toward Starscream, then more thunderous ped-falls that tuned everything else out.

Starex got up into a crouch as he rubbed the area he was kicked, hoping his optics weren't damaged. When his vision cleared again, he snarled at the sight he was met with. Starscream was smirking, arms crossed over his chest, and the Autobots gathered around him.

"You…_tricked _me!" Starex shouted, enraged. All this time, the Autobots had been there, waiting for just the right moment to attack. "_I'll kill you!_" Starex ignited his thrusters and flew toward the other Seeker, the Autobots doing nothing to stop him strangely enough. He soon found the reason for their lack of action.

He flew _through _Starscream and was met with a silver-clawed fist to the face. Starex spiraled backward out of the group, realizing he had just attacked a holo-projection…But if that were the case, what had hit him?

Starex shook his head and looked again. He watched as Prowl's perfect holo-projection of Starscream disappeared and revealed Auron; the older Seeker smiling coolly as he stood in an attack stance and the Autobots back away. Starex glared daggers at him and acidly inquired, "Where. Is. _Starscream_?"

Auron shrugged and answered, "Somewhere safe, out of your reach."

Starex felt his energon boil at hearing his own words thrown back at him and the tone in which Auron spoke—like he knew something Starex didn't—only infuriated him more.

"That's fine," the black Seeker stated coldly. "I'll kill you instead."

Auron chuckled, "You can try." He flexed his wrists and his blades slid from their sheaths. Auron made the first move and lunged forward, attempting to keep Starex busy while the Autobots moved to different positions around the dueling pair.

Starex was furious at the fact that he'd been denied the victory that was rightfully _his_. He had been so close to ending Starscream; but of course the sneaky glitch had some sort of plan. Starex was so consumed by his anger that he became careless.

While he didn't know what exactly caused his sudden spark attack during his first battle with Starscream, he knew it had something to do with his abilities; so he'd planned to only use a few of them a little at a time. Now he unleashed his full strength on Auron, giving the elder Seeker no quarter whatsoever.

During the duel, Starex managed to grab Auron's arm and broke it effortlessly. A loud _snap _and a sharp cry of pain echoed around the clearing, indicating to the Autobots what the clone had done. The appendage dangled uselessly at Auron's side, but didn't impede him. He continued to fight with great grace and agility, much to the annoyance of Starex.

The clone grunted as Auron's ped landed on his chest and pushed him back, causing him to stumble. The older slashed with his remaining arm, cutting into Starex's side. Energon blood spilled from the wound, enraging the clone further. He lunged forward and punched Auron in the face and watched as he fell on his back and looked up at him.

"Why not just give up, old mech?" Starex inquired smugly, feeling slightly better at seeing the other's state. "It would be so much easier to give in."

Auron smirked. "It's not in my nature to just give up, Starex."

At that moment, Optimus fired his grappler and the gadget wrapped around Starex, restraining him. The clone glanced at the Prime, then chuckled. "You never learn do you?" His servo transformed into a stinger. Starex compensated for Bumblebee's absence and electrocuted himself. However, as he had before, he used his body as a conductor and channeled the electricity toward Prime through the grapple line.

What he didn't expect was for Prowl to cut the line with his shuriken, leaving the energy with nowhere to go but back. Starex shrieked when the electrical current returned and began to fight against his restraints. Before he could break the grapple line, Bulkhead rammed into him, forcing him to the ground on his front.

Starex ignited his thrusters before he could hit the ground and became airborne. Using his strength, he broke free of his bonds then launched himself toward the large Autobot. The ninja-bot intercepted him and ran into the flyer before knocking him toward Ratchet, who caught the Seeker with his magnets.

Starex struggled for a moment before being slammed down to the ground multiple times. "Not so fun when it's done to you, is it?" Ratchet questioned venomously before releasing the Seeker from his magnets. Starex lay on his back for a nano-klick before getting back up with a snarl; he activated his own magnets and pointed them at Ratchet.

"I agree. Let's see how you like it, hmm?"

The medic attempted to get out of range but was soon caught in a magnetic bubble, then thrown toward Prowl. Auron took to the air and caught Ratchet, but because of his broken arm, the two landed on the ground ungracefully. As Prowl went to help the medic and Seeker, Starex fired a net, trapping the three mechs.

Starex transformed his servo into a stinger again and fired it at the group, greatly enjoying their shouts of pain. However, the black Seeker sensed someone behind him. He turned in time to see Prime swing his ax at him. Optimus had used the distraction to sneak up on Starex; however his effort was futile. Starex knocked the battle ax out of its owner's servos before lunging and pinning the Autobot to the ground.

"You worthless Autobot scum!" the clone exclaimed, raising his servo to slash Optimus across the face. Before he could strike, the smaller mech kicked him in the cod-piece. A piercing scream escaped Starex's vocalizer as a crippling pain surged throughout his body from his throbbing cod-piece. Optimus took the opportunity to free one of his arms from Starex's death grip and sprayed foam in the other's face.

Starex didn't get a chance to scream in rage as Bulkhead knocked him off Optimus.

The black Seeker landed on his side, but was quick to get back on his peds and wiped the foam from his optics. Once his vision was clear, he saw that the other three had freed themselves from the net. The Autobots and Seeker now all stood together, ready for more, and Starex was more than ready to deliver.

Unfortunately for him, at that moment his AllSpark fragment began to overload.

He cried out and clutched his chest once again and glared when he saw the looks of triumph on their faces. However, an evil smirk from him wiped the smiles from their lips.

"You all think you've won?" he chuckled weakly. "I've still got Bumblebee!" he shouted acidly.

Starex ignited his thrusters and took to the skies. He might not have claimed Starscream's life, but he would have someone's blood—and Bumblebee's would do nicely. He didn't bask in that thought for long however, as he was attack once again.

Starscream snarled at his clone and glared icily at him as his clawed servos grabbed him and sank into his upper arms, drawing blood. "You won't have him for long," he stated in a low, calm yet cold voice.

Starex hissed at him. "You failed to save your son, what makes you think you can save Bumblebee?"

Starscream punched him in the face, causing him to spiral backwards. Once Starex regained his bearings he glowered at Starscream then smirked cruelly. "No one to help you up here, Starscream. I'm gonna kill you, then Bumblebee. But I won't end his life as quickly as yours. Oh no, his death I'm going to draw out and savor for as long as I can."

A shriek of rage slipped past Starscream's lips and Starex felt a cold shudder travel up and down his spinal column. Starscream emanated pure, unadulterated rage…and power; an incredibly dangerous combination. The magenta Seeker's optics narrowed into slits and an animalistic snarl tore itself from his vocalizer.

Starex suddenly felt…fear.

He had no idea what was happening.

With speed the black Seeker had yet to witness in his short existence, Starscream rammed into Starex and began beating the slag out of him. Starex tried to flee, but every attempt ended in failure and pain. Having no choice but to remain and defend himself, the black Seeker dodged and blacked to the best of his ability; but he wasn't fast enough to move out of the way Starscream's assault and every block earned him claw marks, several severed cables and wires, sprains, and broken fingers.

Starex screamed in fear and desperation as he continued trying to escape Starscream and his wrath. While Starex had no idea what was going on, the others below them did. They knew Starscream had just entered Seeker Rage.

Starex, in a desperate attempt to cripple the other flyer, kicked Starscream in the abdomen with as much strength as he could muster. His kick had the desired effect and caused Starscream to falter long enough for him to make a quick escape. However when he turned to escape he was met with Auron.

The elder Seeker was holding onto Optimus with his good arm and the Autobot had his arm raised. Without warning, Optimus sprayed the clone from helm to ped with foam, extinguishing the fire coming from Starex's heels and shorting out his flight systems.

Starex screamed as he fell toward the ground with Auron and Starscream diving after him. Before could hit the unforgiving earth, Ratchet activated his magnets and caught him. He brought Starex to the ground and Bulkhead assisted the medic with keeping the Seeker from getting away by wrapping his huge arms around him and holding him against his chest. When he realized he was no longer in danger, Starex hissed and snarled as he fought against the magnets _and _Bulkhead.

"Nice job Autobots and Seekers," Optimus congratulated as Auron and Starscream landed and his peds met the ground again.

Starscream, who had been brought out of Seeker Rage when Starex kicked him, walked the short distance to the black Seeker and demanded, "Where is Bumblebee?"

Starex smirked evilly as he said, "Like I'm telling you."

Starscream glared at him and raised his clawed servo to slap that damned smirk off the clone's stupid face, but was stopped by Auron. The older Seeker grabbed his wrist and cleared his throat, getting everyone's attention.

"I may have a suggestion, Starscream," he stated, releasing his apprentice and cradling his broken arm.

"Very well, Auron, what do you have in mind?" Starscream inquired.

The silver Seeker looked at Starex then said, "He has your memories because you touched the AllSpark fragment. Perhaps it could work vice-versa?"

Starscream smirked and returned his gaze to the clone, who had suddenly gone pale. "Perhaps so."

Starex hissed angrily and spat, "Good luck getting to it!"

The original Seeker chuckled before stating, "I don't believe in luck, clone. Besides, I don't need it; all I need is him." He glanced over his shoulder at Ratchet. The medic understood what the flyer wanted and raised his free servo as his activated his second magnet. The clone's chest plate easily came off, however, forcing his spark chamber open while he fought against the medic proved to be a challenge. After a few trying klicks, Ratchet finally opened Starex's chest and revealed the spark chamber.

Once the protective glass was out of the way, Starscream stepped forward and reached in. His fingers wrapped around and effortlessly encompassed the tiny fragment in his fist. Starscream tensed up then his optics rolled back as his body began to spasm, causing everyone to worry.

Optimus reached forward to free Starscream from the, what appeared to be, extremely painful experience, but was stopped by Auron. The silver Seeker grabbed his shoulder and shook his head at the Prime. If they wanted to find Bumblebee, Starscream had to suffer through this. Knowing this, Optimus and the others had no choice but to stand by and watch as Starscream continued to endure the seizure like sensations.

For what felt like mega-cycles, memories of Starex torturing Bumblebee assaulted Starscream's processor; but he didn't release the fragment from his grip. Instead, his hold on it increased, causing the flood of memory to increase and worsened the painful spasms traveling throughout his body. His knees grew weak and his helm tossed back to release a pain filled yell.

Once again, Optimus moved to help Starscream but was stopped by Auron yet again.

When his cry died down, Starscream began to pant unsteadily. Finally, after several more nano-klicks of mental and physical pain, Starscream found the information he needed. Bumblebee was in a cave on a mountain side that could only be reached by a flyer.

He released the fragment and, despite how unsteady and weak he felt, took off, Starex's how of rage reaching his audios as he did so.

The cave Starscream saw in Starex's memory wasn't hard to find, even in the dark. He landed at its mouth and saw Bumblebee's small form on the ground and his wide, baby blue optics staring at him fearfully. The small mech began to jerk around and Starscream could hear muffled cries and sobs.

Realizing that the youngling thought he was Starex, Starscream kneeled down and, in the softest tone he could manage, said, "It's okay, Bumblebee. It's me, Starscream."

Bumblebee stopped struggling momentarily and looked more closely at the Seeker. After activating his night vision, he saw that the Seeker was indeed Starscream. The older Cybertronian slowly got up and walked the short distance to the youngling, then knelt down again. He carefully untied the thick cabling around the mini-bot's servos and peds, so as not to aggravate the sloppily patched up wounds, then removed the gag covering his mouth.

Free from his restraints and the gag, feeling began to return to Bumblebee's limbs and his sobs were more easily heard. Gathering the younger mech in his arms, Starscream held him close to his chest and felt his arms wrap around his neck and cling to him as he continued to weep. Bumblebee's whole body shook as he sobbed and he couldn't stop trembling.

Starscream gently stroked the younger mech's back and slowly rocked him back and forth. "Shh, you're okay now," the Seeker whispered in a tone foreign to his own audios. He couldn't remember the last time he had sounded so caring and compassionate; but it was calming the youngster down and that was all that really mattered.

It broke Starscream's spark to see Bumblebee so hurt and scared…just like if it had been Cloud.

He cared about Bumblebee the same way he had cared for his son, he realized.

Starscream continued to whisper caringly to the younger and held him close until he eventually cried himself into recharge. Still cradling Bumblebee to his chest, the Seeker stood up and walked to the cave's exit. After making sure he had a firm hold on his charge, he took the skies and made his way back to the clearing.

He returned to the waiting group of Autobots and saw their face light up at seeing their youngest member in his arms. Unfortunately, Ratchet's attention went from holding Starex in his magnetic bubble to Bumblebee, and Bulkhead's hold on the clone wavered. Starex seized the opportunity of escape and ignited his, now dry, thrusters. He fought his way out of Bulkhead's grip and a few fast spin in the air freed him from Ratchet's magnets. He grabbed and replaced his chest plate before transforming and flying away.

"He's getting away!" Prowl exclaimed, grabbing his shuriken as he and the others were about to give chase.

Auron grabbed the ninja's shoulder and stated, "He's beyond our reach now Prowl."

Optimus nodded in agreement. "Let him go guys. It won't be long before we have another chance at him."

Starscream growled. He'd hoped to put an end to that wretched clone; but, as it stood, Bumblebee was more important. He looked down at his current burden and said, "He needs medical care."

Ratchet took one look at the youngster and said, "There's nothing I can do for him here. I'll be better able to treat him when we return to base."

"I'll get him there," Starscream stated.

"I think that's a good idea," Optimus began as Ratchet opened his mouth to, most likely, disagree. "Salt water will probably do him more harm than good." After that was settled, the Seekers took to the skies and flew back to Robot City, while the Autobots transformed and drove through the sea.

**XXX**

Starex, now feeling all the wounds he'd received as well as the ache in his spark chamber, stumbled into the Decepticon hideout. He made his way to his master's throne room and soon found him sitting in his usual seat. The Decepticon Lord looked up from talking with Blitzwing and eyed the black Seeker critically before stating, "Judging from your current state, you've failed."

Starex's optics hardened before he answered, "He didn't come alone. He brought those blasted Autobots along and teamed up with them."

"And your prisoner?"

Starex looked down shamefully before answering, "Starscream…rescued him, my Lord."

Everything became silent at the clone's admission. He began to feel nervous as the nano-klicks ticked by and Megatron still said nothing. Finally, after several agonizing klicks, the Decepticon Lord spoke, "How disappointing. I had hoped for more, Starex."

The clone's optics grew hard with determination as he said, "Lord Megatron, give me another chance. I swear I won't fail you again."

"No," Megatron stated coldly. "You won't." He pulled a remote from his subspace and glared at the Seeker angrily while the winged-mech stared at the device.

"What is that?" he asked hesitantly.

"It's a detonator."

"…For what?"

"For the electrode planted at the base of your helm."

Starex was shocked and instantly reached back to touch the area Megatron spoke of. "What?"

"Allow me to explain," Megatron began in a slightly bored tone. "When I push this button, thousands of volts of electricity will fry your processor and kill you."

"You would kill me for one failure!?" Starex exclaimed, not believing what he was hearing. As he realized the silver mech was serious the Seeker's optics hardened and grew steely.

Megatron didn't even flinch at the murderous gaze as he continued, "It's quite obvious that this clone project is a waste of time. You're nothing but a failed experiment, Starex; and I no longer wish for you to offend my sight."

"You lying son-of-a-glitch!" Starex raised his null-ray to shoot the Decepticon Lord, but a sudden sharp pain in his processor prevented him from doing so. He cried out and his servos flew to his helm and Megatron only chuckled.

"That's another precaution taken. You have a chip in your processor that, even now, initiates a program. This program won't allow you to directly harm me. Every attempt will result in pain."

Starex snarled at the tyrant and exclaimed, "Fragger!"

Megatron only smirked evilly as he pressed the only button on the remote and watched as the electrode killed the clone. Starex screamed in pain and grasped either side of his helm as electricity surged into his processor and down his spinal column, soon falling to the ground and beginning to jerk and convulse spasmodically. After a few klicks, the clone grew still and his cries died.

Megatron looked at Lugnut and Blitzwing. "Get that _thing _out of my sight," he ordered cruelly. Without a moment's hesitation, the two went to the black Seeker and picked him up; Lugnut taking him by the arms and Blitzwing getting the legs. They carried him to the mouth of one of the many cave entrances then tossed him out as if he were nothing more than trash. They watched as he fell several feet before landing in the stream below, then they returned to their master.

**XXX**

Bumblebee moaned as he slowly came on-line and opened his optics. He was not able to describe how thankful he was to see the roof of Ratchet's too-white med-bay instead of the rocky surface of Starex's room. As he woke up a bit more, he heard someone stir beside him.

He looked to see who it was, expecting to see Ratchet, but, surprisingly, he was met with the sight of Prowl sitting in a chair next to the yellow mech's berthside. As the ninja woke from recharge, it occurred to Bumblebee that Prowl must have stayed in the med-bay with him all night. The idea that the stoic mech had been so concerned about to the degree of staying by his side while he recovered caused the scout's spark to warm.

Prowl's visor flickered on-line and a relieved smile worked its way onto his features as he met the younger's baby blue optics.

"Bumblebee," he began, getting up from his seat and walking to the berth. "You're awake…How do you feel?"

Bumblebee made an attempt to get up, but quickly found that his body hadn't fully recovered from Starex's abuse. Seeing the pain on his teammate's face, Prowl assisted him.

Once the mini-bot was situated, he answered the ninja-bot's previous question. "I feel better than I did…How bad was I beaten up?"

The last thing Bumblebee remembered was crying himself into recharge while being held by Starscream, and so had no idea how serious his injuries were. Minute shudders traveled up and down Prowl's spinal column and he shook his head before answering, "I'd rather not talk about it."

"That bad, huh?" Bumblebee offered the other a tired smile and said, "Thank Primus for Starscream." His processor stalled for a moment. He couldn't believe the words that had actually left his vocalizer.

Prowl chuckled at the shocked expression on the younger's face then said, "Yes…he's the hero of the day…He hasn't said a word since we returned."

"He hasn't said _anything_?" Bumblebee asked in disbelief. Since the first day he had met Starscream, the Seeker had never stopped talking. So it was very hard to imagine an instance where the flyer would remain silent for any length of time.

Prowl shook his head. "Nothing…I can hardly blame him with what he had to face."

At seeing the confused look on his face, Prowl quickly explained and watched as Bumblebee's features morphed to that of shock once again. The mini-bot had already guessed that the Seeker had a family, based on what Starex said when he kidnapped him…but he had no idea the former Decepticon had lost them in such a horrible way. He couldn't even find the words to describe his horror, other than, "Primus…"

Prowl nodded, understanding the mini-bot's shock and said, "Starscream had to face his worst demons today…and I believe he did well."

Bumblebee rubbed his optics and looked down at his lap as his processor continued attempting to understand all this new information. It was then that he saw that Prowl was holding his free servo and he realized, a bit belatedly, that the ninja had been doing so this entire time. He stared at their joined servos for a long moment before slowly looking back up at the other mech.

"Prowl?"

The Cyberninja looked down at the ground and physically shook before returning his gaze to the mini-bot's optics. "Primus, Bumblebee, I was so worried about you."

Bumblebee's optics widened at Prowl's confession and his spark did summersaults in its chamber. "You…were worried…about me?"

Prowl smiled softly at the young mech and nodded. "I was afraid that…" He became hesitant; unsure if he should admit his feelings to the younger Cybertronian. What if the feelings weren't mutual? What would he do if Bumblebee rejected him?

The ninja-bot clenched his free servo at his side as he remembered his fear of losing Bumblebee; of him never knowing how he truly felt about him. He would never face that fear again. Mustering up as much courage as he could, Prowl took a breath then said, "I was afraid that I would never be able to tell you how much I care about you."

Prowl smiled as a new expression of shock immediately came over Bumblebee's features at his confession. However, there was also a tiny flutter in his spark at the gleam of hope he saw in the younger's optics. Feeling more confident, he raised his free servo to caress the side of Bumblebee's face and was pleasantly surprised when the smaller mech leaned into his touch.

His spark sang a joyous song and urged him to continue. "I really care about you Bumblebee…more than I've cared for anyone else in a very long time." Prowl found the light blush and shy smiled that worked their ways onto Bumblebee's face beyond adorable. However, the young scout's next words caused the ninja's spark to explode.

"I…care about you too, Prowl."

Bumblebee suppressed a laugh at the completely, un-Prowlish grin that now decorated the older mech's face. Prowl's smile softened and he leaned forward in order to touch his forehelm to Bumblebee's.

This wasn't love; they both knew. It was too soon for such an intense, powerful, and pure emotion. However, what they did feel left plenty of room for love to grow and blossom in their sparks.

Prowl turned his head and placed a soft, gentle kiss on the mini-bot's lips, catching the young mech off guard. After recovering from his shock, Bumblebee off-lined his optics and leaned into the kiss. It was a simple kiss, but held many promises.

When they parted, Prowl chuckled at how flushed his new lover's face had become and moved in to nuzzle him.

"Prowl?" the mini-bot began in a soft tone.

"Yes, little Bee?"

"Do you know where Starscream is?"

Prowl moved in order to look Bumblebee in the face, an optic ridge cocked as he answered, "He's outside. Why?"

"Can ya help me out? I want to thank him."

Prowl understood that; however there was a certain obstacle preventing him from following out Bumblebee's request. "Ratchet won't be happy about you getting up before he gave you the okay."

Bumblebee looked at the ninja pleadingly and gently pressed on with, "Please Prowler."

"…"

Prowl sighed as Bumblebee gave him, what humans would call "puppy eyes"; the mini-bot even pouted and allowed his lower lip to tremble. It was a bit overdone, but it had the desired effect.

"Ratchet's going to kill me," Prowl concluded as he helped the younger mech up.

**XXX**

Starscream stood outside the Autobot base, watching as the sun began to rise above the horizon and the city began to stir. It was strange to him. He knew that this battle between him and Starex was over; but he had a feeling it was only the first of many confrontations. However, the fact that he may see Starex again wasn't at the forefront of his processor.

At the moment, he was contemplating some of the things Starex had said during their fight. As much as he hated to admit it, the more he thought, the more he realized that the clone had been right about one thing: Starscream had tried to forget his family.

In a desperate attempt to escape the pain of losing them, he attempted to erase them. All the holo-scans and vids he'd managed to salvage from his home, he hid in a compartment in his room aboard the Nemesis. It was only now that he realized what a disgrace that decision was to them and their memory.

He had very nearly allowed his grief and pain to consume him and had almost allowed the best part of his life to be erased. Well not now, or ever again. He was finally ready to face his pain.

Starscream was brought out of his thoughts by the sound of ped-steps. He looked over his shoulder and a small smile came to his lips when he saw Prowl helping a newly repaired Bumblebee walk toward him. He fully turned in order to face them then asked, "How do you feel?"

Bumblebee shrugged before returning the Seeker's smile and answering, "Good, and you?"

The Seeker sighed and answered, "I've been better."

If he were honest, he was still exhausted, both mentally and physically, from the battle. He'd heal soon enough, however.

Starscream glanced down at the couples' still joined servos and stifled a chuckle. So they were together now? He smirked to himself as he remembered feeling that the mini-bot and ninja liked each other more than they let on. Which was also why he thought they would make a good couple.

Noticing that the Seeker was staring at his and Prowl's servos, Bumblebee coughed to get Starscream's attention. As those ruby red orbs looked into his baby blue ones, the yellow mech rubbed the back of his helm nervously, not knowing what to say to the Seeker. Deciding that the simplest approach would be best in this situation, Bumblebee smiled up at Starscream and said, "Thanks for saving me."

The large mech chuckled amusedly and returned, "Don't mention it."

Bumblebee's smile morphed into a sad frown as he continued, "And…I'm sorry about your family."

Starscream, not for the first time that cycle, felt his spark ache. Knowing that Bumblebee's new lover had filled him in on the Seeker's story, Starscream shook his head and stated, "It wasn't your fault."

He smiled to himself as he said this. He couldn't explain why, but it felt good not holding an Autobot accountable for what happened in Kronos. Somehow it caused the ache in his spark to lessen.

Bumblebee rubbed his upper arm nervously and fidgeted a bit before asking, "What was your son like?"

Starscream smiled sadly and sighed before answering, "He was a lot like you…Full of life and energy. Carefree and fun loving. And a bit impulsive. But always happy…always happy."

Another, heavier sight escaped Starscream as he looked toward the sky. Neither Prowl nor Bumblebee were completely sure, but they thought they saw a bit of moisture lining the edges of Starscream's optics.

The sky was beautiful when the sun was rising, Starscream realized. He smiled, knowing that both his son and Skyfire would've loved to have seen this. A single tear slid down his face and plopped to the ground; and for once, he wasn't ashamed of that tiny display of weakness.

"Tell Auron I went back to the Nemesis," the Seeker stated as he returned his gaze to the staring Autobots. He chuckled at the baffled expressions the two had on their faces, then said, "See you two around."

With that said, Starscream flew up into the beautiful, multi-colored sky and toward the slowly fading moon. When the Seeker was no longer within visual range, Bumblebee and Prowl returned inside and passed by Optimus, who was staring up at the moon.

The Autobot leader had been wandering around the base, no real destination in mind, when he spotted Starscream outside. He'd been making his way to the Seeker in order to speak with him, however Bumblebee and Prowl were already with him by the time he arrived. Not wanting to interrupt, he stood at the entrance, allowing him to see and hear the interactions between his scout and Starscream.

As the new couple walked passed, Prowl nodding at him and Bumblebee mumbling out a "Good morning," Optimus remained outside and watched the still changing sky.

"Oh Starscream," he began in a soft tone. "You poor thing." Optimus could tell the Seeker was in serious pain. He may have been able to put on a smile and make everyone else think otherwise, but Optimus knew better.

He felt a clawed servo on his shoulder, disturbing him from his thoughts, and turned to see that the appendage belonged to Auron. The Seeker's broken arm was in a sling (until Sari could repair it with her key) and he had an understanding look in his ancient optics. "You should go after him," he stated gently.

Optimus gave the old Seeker a puzzled look before asking, "I thought you said sometimes it was best to just leave him be?"

"I did," Auron agreed with a slight nod, "but this is not one of those times. Starscream needs someone, Optimus. He needs _you_."

Optimus looked away from Auron and back up at the moon. "Why me?" he asked, not understanding what made him so special.

"Because I see you care for him," Auron answered. "You are one of the few beings he has actually opened up to besides myself…and I believe you are the only one who can heal his wounds."

For several long moments, Optimus said nothing and only processed Auron's words. Finally, he returned his gaze to the Seeker and asked, "I can't fly, how am I supposed to reach him?"

Auron smiled knowingly and answered, "The same way you got to Starex."

**XXX**

Auron flew Optimus to the Nemesis crash site, then, after telling the Prime how to reach Starscream's quarters, returned to the Autobot base. He knew the two would need some privacy.

As Optimus wandered through the dark, empty corridors of the broken ship, he couldn't help but feel uneasy. Even crashed and destroyed on the moon, the Decepticon battle ship was still a menacing sight and held an aura of foreboding. The young Autobot felt as if he were behind enemy lines. However, he did not allow his unease to keep him off track and continued walking toward Starscream's room.

Thanks to Auron's detailed instructions, Optimus soon found himself in front of an open door and saw Starscream sitting on his berth, watching a home holo-vid on a large screen. Hearing someone enter his personal quarters, the Seeker tore his optics from the screen and looked to see Optimus.

Guessing that Auron brought him there and knowing the Prime wouldn't do any harm, he returned his attention to the holo-vid and smiled sadly as a tiny voice exclaimed, "Father! I'm doing it! I'm flying, Father!"

Optimus heard a laugh, then Starscream's voice say, "Yes you are, Cloud. You're a natural."

The Autobot closed the remaining distance between him and Starscream then looked at the screen. He felt his spark shudder in its chamber when he saw Starscream and a young Seekerling. The youngling was holding onto his creator's servos and was laughing happily as he hovered several feet above the ground.

In the holo-vid, instead of his armor, Starscream had on casual wear. Humans would describe him as wearing a black turtle neck and jeans. The Seeker's scarlet optics were alight with happiness and pride; and he was smiling in a way Optimus had yet to see. His gaze went from the adult Seeker to the younger one and his spark warmed.

Cloud had a white version of Starscream's helm, a pale face, and cobalt blue optics. His protoform was completely white, giving Optimus an idea of how he earned his name, and the tips of his fingers were pointed like his father's. Cloud had on casual wear similar to Starscream's, only his shirt was whitish-grey, his pants were darker, and he had on a light jacket…

The Seekerling and his parent were both so happy.

"You son's beautiful, Starscream," Optimus stated in a soft, unsure tone.

The Seeker released a sad chuckle, finding amusement in the younger mech's nervousness. He wiped the corner of his optic as tears began to fall, causing Optimus' tanks to turn in knots. To him, it was a complete shock to see such a powerful being, a former Decepticon no less, appear so vulnerable.

In that moment, Starscream was just a mech. Not a Seeker warrior or a Decepticon turned traitor…just a normal mech that was hurting and had been hurting for Primus only knew how long.

Slowly, giving Starscream the opportunity to turn him away, Optimus sat beside the Seeker. When he was seated and the larger mech still said nothing, the Prime felt a little braver. Having heard that stroking the surface of a Seeker's wings was a show of comfort, Optimus reached out and carefully ran his fingertips over the appendage.

At his touch, the wing flinched and Starscream gave Optimus a distrustful look. The Prime had an idea why, Megatron's cruelty being legendary. Despite this, however, he continued his gentle stroking much to the Seeker's surprise. After a few tense moments, the wing slowly returned to its original position and Starscream relaxed into Optimus' touch.

A few klicks after they had settled, Optimus saw Starscream's mate on the holo-vid. Skyfire was a very large, handsome shuttle-mech with a gentle face and kind cobalt blue optics. In the vid, Skyfire was laughing as he tossed Cloud up then easily caught him in his large servos, the Seekerling squealing with delight as he did.

The sight of his mate and sparkling together, and the gentle treatment his wings had been denied for so many vorns caused something to break within Starscream. Optimus felt his spark leap in amazement when he heard soft, barely audible sobs emanate from the Seeker's vocalizer. However, he did not allow his stroking to falter; in fact his fingers became firmer, while remaining gentle.

He tried to let Starscream know, through his touch, that he was there for him. No words were said as Optimus allowed Starscream to cry, releasing and sharing the pain he had kept within his spark for so long. The Seeker wept for nearly a mega-cycle before he managed to regain control of himself.

Though he wouldn't admit it for a while, it felt good to cry. Letting out everything he had kept inside was liberating…and Optimus' comforting presence had made it easier to let go. Returning his attention to the vids and the Autobot's gentle petting, Starscream allowed himself to fully the enjoy the wonderful memories of his family.

For the first time since Skyfire's and Cloud's deaths, Starscream's spark wasn't cold and empty. Instead, the Seeker felt…truly happy…he felt free.

And he believed this feeling was because of the mech sitting beside him.

He turned his attention away from the holo-vid screen and to Optimus. When their gazes met, Starscream was a bit surprised to see tears streaming down the Autobot's face. He became even more so when the much smaller mech wrapped his arms around him and hugged him, the younger's helm resting on his chest plate.

At first, Starscream had no idea what to do. As a Decepticon, he should've pushed the mech away and asked what the frag he was thinking…Instead, he slowly brought his arm around Optimus and returned his embrace.

Starscream smiled when he felt the mech's hold on him increase, causing something within his spark to flutter. He could feel something beginning to form in his spark for Optimus. Something warm that made him feel…content.

There were still hardships ahead—both for the Seeker and the tam he found himself apart of. But he knew they would conquer every obstacle they encountered and become stronger for it.

And who knew?

Maybe Starscream would actually find something new to fight for…or someone.

The Seeker suppressed a chuckle. It was strange how destiny worked.

* * *

><p>Hey guys, I'm sorry it took so long to update, but here's two chapters for you :) Figured you guys might linch me if I only gave you a "to be continued" chapter after such a long wait. Hope you guys enjoy. I can't promise I'll update any faster, but I'll try hard to get this story finished. :)<p> 


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